PARADIGM MEDICAL INDUSTRIES INC, S-3, 2000-11-29

PARADIGM MEDICAL INDUSTRIES INC
S-3, 2000-11-29
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS

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As filed with the Securities and Exchange Commission on November 28, 2000
Commission File No. 333-
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PARADIGM MEDICAL INDUSTRIES, INC.
(Name of small business issuer in its charter)
<TABLE>
<CAPTION>

Delaware 3841 87-0459536
<S> <C> <C>
(State of jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation
or organization) Classification Code Number) Identification Number)

2355 South 1070 West
Salt Lake City, Utah 84119
(801) 977-8970

(Address and telephone number of registrant's principal executive offices and principal place of business)
</TABLE>

Thomas F. Motter, Chairman, Chief Executive Officer and Treasurer
2355 South 1070 West
Salt Lake City, Utah 84119
(801) 977-8970
(Name, address and telephone number of agent for service)
______________________

Copies to:

Randall A. Mackey, Esq.
Mackey Price & Williams
350 American Plaza II
57 West 200 South
Salt Lake City, Utah 84101-3663
Telephone: (801) 575-5000

Approximate date of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
_______________________

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | |

If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reimbursement plans check the following box. |X|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement for the same offering. | |

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. | |

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. | |

___________________________

CALCULATION OF REGISTRATION FEE

Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to be to be offering price aggregate registration
registered registered per Share offering price fee
<S> <C> <C> <C> <C>
Resale of Common Stock issuable upon exercise of Class A Warrants 1,000,000 $ 7.50 $7,500,000 (1)
Resale of Common Stock issuable upon exercise of Kenneth Jerome
Warrants.................................................. 100,000 8.125 812,500 (1)
Resale of Common Stock issuable upon exercise of Kenneth Jerome
Warrants.................................................. 100,000 7.50 750,000 (1)
Resale of Common Stock issuable upon exercise of Note Holders' Warrants 37,500 3.33 124,875 (1)
Resale of Common Stock issuable upon conversion of Series C Preferred
Stock..................................................... 233,702 1.75 408,979 (1)
Resale of Common Stock issuable upon conversion of Series D Preferred
Stock..................................................... 595,080 1.75 1,041,390 (1)
Resale of Common Stock issuable upon exercise of KSH Investment Group
Warrants.................................................. 55,539 2.50 138,848 (1)
Resale of Common Stock issuable upon exercise of KSH Investment Group (1)
Warrants.................................................. 10,461 2.69 28,140 (1)
Resale of Common Stock issuable upon exercise of KSH Investment Group
Warrants.................................................. 142,400 2.38 338,912 (1)
Resale of Common Stock issuable upon exercise of Options........ 425,000 4.00 1,700,000 (1)
Resale of Common Stock issuable upon exercise of Options........ 337,310 5.00 1,686,550 (1)
Resale of Common Stock issuable upon exercise of Lafferty Warrants 100,000 5.00 400,000 (1)
Resale of Common Stock issuable upon exercise of Cyndel Warrants 150,000 4.00 600,000 (1)
Resale of Common Stock issuable upon exercise of Consulting for
Strategic Growth Warrants................................ 40,000 3.50 140,000 (1)
Resale of Common Stock issuable upon exercise of Limberg Warrants 100,000 4.00 400,000 (1)
Resale of Common Stock issuable upon exercise of Limberg Warrants 50,000 4.75 237,500 (1)
Resale of Common Stock issuable upon exercise of Limberg Warrants 50,000 6.75 337,500 (1)
Resale of Common Stock issuable upon exercise of Options........ 367,920 6.00 2,207,520 (1)
Resale of Common Stock issuable to Certain Holders of Common Stock 949,294 4.50 4,271,823 (1)
Resale of Common Stock issuable upon exercise of former officer's
Warrants................................................. 75,000 7.50 562,500 $148.50
Resale of Common Stock issuable upon exercise of Options........ 366,000 5.00 1,830,000 483.12
Resale of Common Stock issuable to Certain Holders of Common Stock 2,421,024 2.125 5,144,676 1,358.19
Total Registration Fee.................................... $1,989.81

================================================================ =========== =============== ============= ==============
</TABLE>

(1) No registration fee is required as securities were previously registered by
Form SB-2 Registration Statement, No. 333-2496, effective as of July 10,
1996., Form SB-2 Registration Statement No. 333-57711, effective as of
September 14, 1998, Form SB-2 Registration Statement No. 333-68471,
effective as of January 4, 1999, Form SB-2 Registration Statement No.
333-77267, effective as of May 7, 1999, Form S-3 Registration Statement No.
333-93725, effective as of January 6, 2000, and Form S-3 Registration State
No. 333-44154, effective as of September 1, 2000. Pursuant to Rule 429,
this is a combined registration statement which relates to the securities
previously registered by the earlier registration statements and the
securities being registered by this registration statement.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective on
such date as the Commission acting pursuant to said Section 8(a), may determine.

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<PAGE>

PARADIGM MEDICAL INDUSTRIES, INC.
<TABLE>
<CAPTION>

Cross Reference Sheet

Form S-3 Item No. and Caption Prospectus Caption

<S> <C> <C>
Item 1. Front of Registration Statement and Outside Front Cover Page
Outside Front Cover Pages of Prospectus

Item 2. Inside Front and Outside Back Cover Inside Front and Outside Back Cover Pages
Pages of Prospectus

Item 3. Summary Information , Risk Factors and Ratio Prospectus Summary; Risk Factors
of Earnings to Fixed Charges

Item 4. Use of Proceeds Use of Proceeds

Item 5. Determination of Offering Price Not Applicable

Item 6. Dilution Not Applicable

Item 7. Selling Security Holders Selling Securityholders, Optionholders and
Shareholders

Item 8. Plan of Distribution Outside Front Cover Page; Plan of Distribution

Item 9. Description of Securities Outside Front Cover Page

Item 10. Interests of Named Experts and Counsel Legal Matters; Experts

Item 11. Material Changes Not Applicable

Item 12. Incorporation of Certain Information Documents Incorporated by Reference
by Reference

Item 13. Disclosure of Commission Position Description of Securities
on Indemnification for Securities Plan of Distribution
Act Liabilities

Item 14. Other Expenses of Issuance and Other Expenses of Issuance and Distribution
Distribution

Item 15. Indemnification of Directors Indemnification of Directors
and Officers and Officers

Item 16.. Exhibits Exhibits

Item 17. Undertakings Undertakings
</TABLE>

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PROSPECTUS

7,706,230 Shares of Common Stock

PARADIGM MEDICAL INDUSTRIES, INC.

Paradigm Medical Industries, Inc. develops, manufactures and sells
diagnostic and surgical equipment for the eyes. We currently market two
ultrasonic surgery systems for removing cataracts and have acquired the
exclusive technology and manufacturing rights to four additional FDA approved
surgical eyecare products from Mentor Corp. We are currently developing a laser
surgery system for the next generation of cataract removal. In addition, we
acquired the technology and manufacturing rights to four diagnostic eyecare
instruments formerly manufactured by the Humphrey Systems Division of Carl
Zeiss, Inc. Further, we recently acquired the outstanding shares of stock of
Vismed, Inc., d/b/a Dicon, which manufactures and distributes two diagnostic
eyecare instruments, the Dicon(TM) Topographer, a corneal topographer, and the
Dicon(TM) Perimeter. Currently, our sales come from our two ultrasonic surgery
systems and related medical supplies, our four ultrasound diagnostic eyecare
instruments acquired from the Humphrey Systems Division of Carl Zeiss, Inc. and
our two ultrasound diagnostic eyecare instruments acquired from Vismed, Inc.,
d/b/a Dicon. We also have a Blood Flow Analyzer(TM) that detects the eye
condition glaucoma by diagnosing blood flow in the eyes. The laser system is
still being tested and needs approval by the Food and Drug Administration before
it can be sold in the United States. Sales of the Mentor Corp. systems and
accessories began on October 22, 1999, the closing date of the acquisition.

Our primary purpose in registering Common Stock for resale is to raise
money to complete development of the laser surgery system and to manufacture and
market the four surgical eyecare instruments acquired from Mentor Corp. This
will include significant manufacturing and marketing expenses, as well as
research and development costs and other expenses. We are registering for resale
a total of 7,706,230 shares of Common Stock.

This Prospectus supercedes all prior registrations. Our shares are listed
for trading on The Nasdaq SmallCap Market under the symbols PMED and PMEDW. On
November 20, 2000, the closing sales price for our Common Stock was $2.125 per
share and the closing sales price for our Class A Warrants was $.78 per warrant.

Investing in the Common Stock involves a high degree of risk. You should
purchase shares only if you can afford a complete loss. See "Risk Factors"
beginning on page 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

This Prospectus is dated December ___, 2000.

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<PAGE>

AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended and, in accordance therewith, files reports, proxy and
information statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and information statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at its regional offices at Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661-2511, and at 7 World
Trade Center, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 at prescribed rates. In addition, the
Commission maintains a web site at http:/www.sec.gov containing reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission, including our company.

We have filed with the Commission a Registration Statement (together with
all amendments and exhibits, the "Registration Statement") on Form S-3 under the
Securities Act of 1933, as amended, with respect to the Common Stock offered
pursuant to this Prospectus. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any agreement or other
document referred to herein are not necessarily complete and reference is made
to the copy of such agreement or to the Registration Statement and to the
exhibits and schedules filed therewith. Copies of the material containing this
information may be obtained from the Commission upon payment of the prescribed
fee.

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus. It may not
contain all of the information that is important to you. To understand this
offering fully, you should read the entire prospectus carefully, including the
risk factors and the financial statements.

THE COMPANY

We develop, manufacture and sell surgical and diagnostic equipment and
instrumentation for the eyes known as ophthalmic equipment with related
accessories, including disposable products. Our surgical equipment is designed
for cataract treatment with minimum invasion of the eye. We market an ultrasonic
cataract surgery system with related instruments. This system, the Precisionist
Thirty Thousand(TM), is manufactured as the base surgery system for our
Precisionist Thirty Thousand(TM) Ophthalmic Surgical Workstation. We are
currently developing a laser cataract surgery system as an adjunct to its
Workstation(TM). This product is currently undergoing investigational trials in
the United States. If successfully developed and approved for medical uses, we
plan to market the laser system as a plug-in module for our Workstation(TM). We
have acquired exclusive technology and manufacturing rights to four diagnostic
eyecare instruments, formerly manufactured by the Humphrey Systems Division of
Carl Zeiss, Inc.. In October 1999, we acquired the technology and rights to
manufacture four additional FDA approved surgical products from Mentor Corp. In
June 2000, we acquired the outstanding shares of stock of Vismed, Inc., d/b/a
Dicon, which manufactures and distributes two diagnostic eyecare instruments,
the Dicon(TM) Topographer, a corneal topographer, and the Dicon(TM) Perimeter.
We also have a Blood Flow Analyzer(TM) product that is a portable computerized
system designed for diagnosis of blood flow volume in the eye for detection and
treatment of glaucoma. With the exception of the Dicon(TM) Topographer,
Dicon(TM) Perimeter and Blood Flow Analyzer(TM), all product manufacturing and
services related to these instruments have been moved to our Salt Lake City
facility.

2
<PAGE>

The Offering

Securities Offered ........ The resale of 7,706,230 shares of Common Stock,
consisting of the resale of 2,010,900 shares of
Common Stock issuable upon the exercise of the
Class A Warrants, Kenneth Jerome & Company, Inc.
Warrants, Note holders' Warrants, KSH Investment
Group, Inc. Warrants, Cyndel & Co., Inc. Warrants,
R.F. Lafferty & Co., Inc. Warrants, Warrants
issued to Dr. Michael B. Limberg pursuant to terms
of a Consulting Agreement and renewal of said
Consulting Agreement, Warrants issued to
Consulting for Strategic Growth, Ltd. for services
to the Company, and Warrants issued to John W.
Hemmer, Vice President of Finance, Treasurer and
Chief Financial Officer of the Company; the resale
of 233,702 shares of Common Stock issuable upon
the conversion of the Series C Convertible
Preferred Stock (the "Series C Preferred Stock");
the resale of 595,080 shares of Common Stock
issuable upon the conversion of the Series D
Convertible Preferred Stock (the "Series D
Preferred Stock"); the resale of 3,370,318 shares
of Common Stock pursuant to registration rights
granted to certain individuals and entities; and
the resale of 1,496,230 shares of Common Stock
issuable upon the exercise of options granted to
executive officers, employees and directors of the
Company. Each Class A Warrant entitles the holder
to purchase one share of Common Stock at an
exercise price of $7.50 per share. Each Kenneth
Jerome Warrant entitles the holder to purchase one
share of common Stock at an exercise price of
$7.50 to $8.125 per share. Each Lafferty Warrant
entitles the holder to purchase one share of
Common stock at an exercise price of $4.00 per
share. Each of the Note Holders' Warrants entitles
the holder to purchase one share of Common Stock
at an exercise price of $3.33 per share. Each KSH
Investment Group Warrant entitles the holder to
purchase one share of Common Stock at an exercise
price of $2.38 to $2.69 per share. Each Cyndel
Warrant entitles the holder to purchase one share
of Common Stock at an exercise price of $4.00 per
share. Each Warrant issued to Dr. Limberg entitles
him to purchase one share or Common Stock at an
exercise price of $4.00 to $6.75 per share. Each
Warrant issued to Consulting for Strategic Growth,
Ltd. entitles it to purchase one share of Common
Stock at $3.50 per share. Each Warrant issued to
Mr. Hemmer entitles him to purchase one share of
Common Stock at an exercise price of $7.50 per
share. Each share of Series C Preferred Stock and
Series D Preferred Stock is convertible at a
conversion price of $1.75 per share. The Class A
Warrants, Underwriter's Warrants, Note Holders'
Warrants, KSH Investment Group Warrants, Cyndel
Warrants and Warrants issued to Mr. Hemmer are
subject in certain circumstances to earlier
redemption by us. The Series C Preferred Stock and
Series D Preferred Stock are subject in certain
circumstances to automatic conversion. See
"Securityholders Registering Shares" and
"Description of Securities."

Common Stock outstanding
prior to the offering ...... 12,612,601 shares.

Common Stock outstanding
after the offering (1)...... 20,318,831 shares.

Use of Proceeds............ All funds received by us upon the exercise of the
Warrants and Options will be used for general
corporate purposes. We will not receive any
proceeds from the conversion of the Series C
Preferred Stock or the Series D Preferred Stock.
See "Use of Proceeds."

Risk Factors/Dilution...... The offering involves a high degree of risk. See
"Risk Factors."

Nasdaq Symbols
Common Stock.......... PMED
Class A Warrants...... PMEDW

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DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by us with the Commission are incorporated
herein by reference:

a. Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999;
b. Quarterly Report on Form 10-QSB for the quarter ended March 31,
2000;
c. Quarterly Report on Form 10-QSB for the quarter ended June 30,
2000;
d. Quarterly Report on Form 10-QSB for the quarter ended September
30, 2000; and
e. Definitive Proxy Statement for the Company's 2000 Annual Meeting
of Shareholders.

All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended and prior to the termination of this offering, shall be deemed
to be incorporated by reference in this Prospectus. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

We will provide, without charge, to each person, including any beneficial
owner, to whom a copy of this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the documents that have been
incorporated herein by reference, other than Exhibits to such documents (unless
such Exhibits are specifically incorporated by reference therein). Requests for
such copies should be directed to: Mark R. Miehle, President and Chief Operating
Officer, Paradigm Medical Industries, Inc., 2355 South 1070 West, Salt Lake
City, Utah 84119.

RISK FACTORS

Before you invest in our Common Stock, you should be aware that there are
various risks, including those described below. You should consider carefully
these risk factors together with all of the other information included in this
Prospectus before you decide to purchase shares of our Common Stock. No
investment should be made by any person who is not in a position to lose the
entire amount of his investment.

Some of the information in this Prospectus may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "anticipate," "estimate,"
"continue"or other similar words. These statements discuss future expectations,
contain projections of results of operations or of financial condition or state
other "forward- looking" information. When considering such forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this Prospectus. The risk factors noted in this section and other
factors noted throughout this prospectus, including certain risks and
uncertainties, could cause our actual results to differ materially from those
contained in any forward- looking statement.

Limited Working Capital; Limited Operating History; Accumulated Deficit;
Anticipated Losses.

As of December 31, 1999, we had limited working capital of $5,390,000. We
also have not been in business for a long time. Most of our current sales are
related to the Precisionist 3000 Plus, our ultrasonic eye surgery machine. Our
accumulated deficit was $15,887,000 as of December 31, 1998 and $20,381,000 as
of December 31, 1999. Such losses have resulted principally from costs incurred
in connection with research and development, including clinical trials, of the
laser surgery system. Medical products were not sold by us until late 1992. Our
ability to become profitable largely depends on successfully developing clinical
applications and obtain regulatory approvals for its laser surgery products,
including the Photon(TM) LaserPhaco(TM), and to effectively market such
products. The problems and expenses frequently encountered in developing new
products and the competitive industry in which we operate will impact whether we
are successful. We may never achieve profitability. Furthermore, we may
encounter substantial delays and unexpected expenses related to research,
development, production, marketing, regulatory matters or other unforeseen
difficulties.

Possible Future Delisting of Securities from The Nasdaq SmallCap Market and
Market Illiquidity.

We received a letter from the Nasdaq staff, dated January 7, 1998,
notifying us that our securities would be delisted from The Nasdaq SmallCap
Market at the close of business on January 15, 1998 because we failed to
demonstrate compliance with all the requirements for continued listing. We
requested a review of the staff's findings and conclusions. A hearing to review
the staff's findings and conclusions was held on February 19, 1998. We were
determined to be in compliance with the requirements for continued listing on
The Nasdaq SmallCap Market as a result of the proceeds we had received from sale
of 20,030 shares of Series C Preferred Stock and the exchange of 12%
Convertible, Redeemable Promissory Notes for 9,950 shares of Series C Preferred
Stock.

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In order to remain eligible for quotation on Nasdaq, we must maintain
$2,000,000 in net tangible assets, a $500,000 market value of the public float
(excluding shares held directly or indirectly by officers, directors and
controlling stockholders), and at least 300 round lot holders of our Common
Stock. In addition, continued inclusion requires two market-makers and a minimum
bid price of $1.00 per share. If we are unable to comply with these new listing
requirements in the future, our securities would be delisted from the Nasdaq
SmallCap Market. We may be unable to satisfy all requirements to remain listed
on Nasdaq. If delisted from Nasdaq, our securities may then be traded on the OTC
Electronic Bulletin Board or in the over-the-counter market in the so-called
"pink sheets." As a result, it may be more difficult for an investor to dispose
of our securities, or to obtain accurate quotations on their market value.
Furthermore, the prices for our securities may be lower than might otherwise be
obtained.

Disclosures Relating to Low Priced Stocks; Possible Restrictions on Resales of
Low Priced Stocks and on Broker-Dealer Sales; Possible Adverse Effect of "Penny
Stock" Rules on Liquidity for the Company's Securities.

If our securities were to be delisted from Nasdaq as discussed above, they
may become subject to Rule 15g-9 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which imposes additional sales
practice requirements on broker-dealers that sell securities governed by Rule
15g-9 to persons other than established customers and "accredited investors"
(generally, individuals with a net worth in excess of $1,000,000 or annual
individual income exceeding $200,000 or $300,000 jointly with their spouses).
For transactions covered by Rule 15g-9, the broker-dealer must determine whether
the purchaser qualifies as a purchaser and must receive the purchaser's written
consent to the transaction prior to sale. Consequently, Rule 15g-9 may adversely
effect the ability purchasers and others to sell our securities and otherwise
affect the trading market in our securities.

The Commission has adopted regulations which generally define a "penny
stock" to be any non-Nasdaq equity security that has a market price (as therein
defined) less than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions. For any transactions by broker-dealers
involving a penny stock (unless exempt), rules promulgated under the Exchange
Act require delivery, prior to a transaction in a penny stock, of a risk
disclosure document relating to the penny stock market. Disclosure is also
required to be made about compensation payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally,
monthly statements are required to be sent disclosing recent price information
for the penny stocks.

The foregoing penny stock restrictions will not apply to our securities if
such securities are listed on Nasdaq and have certain price and volume
information provided on a current and continuing basis or if we meet certain
minimum net tangible asset or average revenue criteria. There can be no
assurance that our securities will qualify for exemption from these
restrictions. In any event, even if our securities were exempt from such
restrictions, they would remain subject to Section 15(b)(6) of the Exchange Act,
which gives the Commission the authority to prohibit any person that is engaged
in unlawful conduct while participating in a distribution of a penny stock from
associating with a broker-dealer or participating in a distribution of a penny
stock, if the Commission finds that such a restriction would be in the public
interest. If our securities were subject to the rules on penny stocks, the
market liquidity for our securities could be materially adversely affected.

Future Capital Needs and Uncertainty of Additional Funding.

We may require substantial funds in addition to the net proceeds of this
Offering for various reasons, including continuing research and development,
expanding clinical trials, completing the FDA approval process for its products
(including the Photon(TM) LaserPhaco(TM)), and manufacturing and marketing its
existing products. See "Risk Factors -- Government Regulation; Uncertainty of
FDA Approval" below. In the short term, based on past financial needs and on
currently planned programs, we anticipate that the net proceeds of this Offering
and the interest earned from it, together with funds generated from future
product sales, should be adequate, even if at the minimum level, to satisfy our
capital requirements for approximately 12 months. This estimate is based on
certain assumptions and there can be no assurance that the net proceeds of this
Offering will be sufficient to satisfy our capital requirements for 12 months.
Even if this Offering is successful, we will need to seek additional capital,
possibly through public or private sales of our securities, in order to fund our
activities on a long-term basis. Adequate funds may not be available when needed
or on terms acceptable to us. Insufficient funds may require us to delay, scale
back or eliminate certain or all of its research and development programs or to
license third parties to commercialize products or technologies that we would
otherwise seek to develop itself, which may materially adversely affect our
continued operations.

Technological Uncertainty and Early Stage of Product Development.

The science and technology of medical products, including lasers, is
rapidly evolving. Our medical systems may require significant further research,
development, testing and regulatory clearances. They are also subject to the
risks of failure inherent in the development of products based on innovative
technologies. These risks include the possibility that any or all of the
proposed products will prove to be ineffective or unsafe; that they fail to
receive necessary regulatory clearances; that the proposed products are
uneconomical; that others hold proprietary rights which preclude us from
marketing such products; or that others market better products. Accordingly, we
are unable to predict whether its research and development activities will
result in any commercially profitable products. Further, due to the extended
testing and regulatory review process required, we may be unable to sell our
current and proposed laser cataract system products. There is also no guarantee
that we will be able to develop and sell a glaucoma surgery system.

5
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Government Regulation; Uncertainty of FDA Approval.

We are subject to substantial regulation by the FDA and other federal and
state regulatory agencies. FDA regulations require us to obtain either a 510(k)
clearance or pre-marketing approval prior to marketing a product in the United
States. We are also subject to foreign regulation and must receive various types
of approvals from foreign government agencies prior selling its products in some
countries. The clearance and approval processes for both the FDA and foreign
regulatory authorities are costly, time consuming and uncertain. In addition, we
are required to obtain FDA approval before exporting a device which has not
received FDA marketing clearance or approval. We may never be able to obtain
these required government approvals. See "Risk Factors--Future Capital Needs and
Uncertainty of Additional Funding." Delays or failure to obtain such approvals
would materially and adversely effect us, as would changes in existing
requirements. We have received a 510(k) clearance from the FDA for our
ultrasonic surgery systems allowing us to sell both devices in the United
States. We have also received 510(k) clearance to market an ocular blood flow
analyzer manufactured by Ocular Blood Flow., Ltd. ("OBF, Ltd."). In May 1995, we
were granted an investigational device exemption for our Photon(TM)
LaserPhaco(TM) System allowing us to conduct clinical studies in support of our
application with the FDA to obtain approval to market our laser surgery system.
We have completed the authorized clinical studies and has requested
authorization for expanded clinical studies. We have also received FDA approval
to manufacture and export the Photon(TM) LaserPhaco(TM) System internationally.
However, we have not yet obtained approval from some foreign countries to market
the laser product where approval is necessary. We anticipate that many
contemplated applications of our currently existing and planned products will be
subject to the lengthy regulatory approval process, including preclinical
studies, clinical trials and extensive regulatory review and could take many
years and require the expenditure of substantial resources.

Lack of Operating Experience.

Our executives rely on their experience and skill from their professional
occupations. None of our executives has direct experience in managing a company
which utilizes research and product development activities and technology to
such a high degree.

Dependence on Laser Cataract System.

We are also developing a laser cataract system for inclusion in our
Workstation(TM). Phase I clinical trials have concluded for FDA approval for the
Photon(TM) LaserPhaco(TM) system. During the clinical trial, we discovered that
the Photon(TM) LaserPhaco(TM) system may not effectively remove viscerous
cataracts. In May, 1998, we received FDA clearance to conduct clinical tests on
soft cataracts. We are highly dependent on FDA approval of its Photon(TM)
LaserPhaco(TM) system to generate future revenues. With the recently discovered
possible limitation of the Photon(TM) LaserPhaco(TM), the system may not be
approved by the FDA.

Potential Obsolescence from Rapid Technological Change.

Our market is subject to rapid technological change. Development by others
of new or improved products, processes or technologies may make our products
obsolete or less competitive. Accordingly, we must continue investing in
research and development on our existing products and to develop new products.
Despite such investment, our current or proposed products may be unsuccessful.

Product and Market Competition.

Our laser system will potentially receive competition from other laser
systems, such as excimer, holmium (Ho:YAG), Erbium (Er:YAG), Nd:YLF
(Neodymium:Yttium-Lithium-Fluoride) or lasers of other wave lengths. Competition
may also come from other medical devices and other surgical techniques. Further,
the cataract surgical device industry is dominated by a small number of large
competitors that are well established in the marketplace, have experienced
management, are well financed and have a well recognized trade name related to
their product lines. We may be unable to penetrate the existing market and
acquire a sufficient market share to be profitable. Significant competitive
factors which will affect future sales include regulatory approvals,
performance, pricing, timely product shipment, safety, customer support,
convenience of use and patient and general market acceptance.

Business Development Risks.

New ventures, particularly those involved in a highly technical industry
such as the medical industry, have substantial inherent risks. These risks are
in three general areas: technical, mechanical and human. Notwithstanding any
pre-production planning, new products can incur unexpected problems in full
scale production, which cannot always be foreseen or accurately predicted.
Designs can become unworkable, for unpredicted reasons. Quality control and
component sourcing failures can also be expected from time to time. Any
business, including ours, is substantially dependent upon the capabilities and
performance of both management and sales personnel. Mistakes in judgment or
performance can be costly and, in certain instances, disabling. Therefore,
management skill, experience, character and reliability are of significant
importance.

6
<PAGE>

Dependence On Key Personnel.

Our success largely depends on a number of key employees. The loss of
services of one or more of these employees could have a material adverse effect
on us, including the development and sale of eye surgery systems. We are
especially dependent upon the efforts and abilities of Thomas F. Motter,
Chairman of the Board, Chief Executive Officer and Treasurer, and Mark R.
Miehle, President and Chief Executive Officer. Mr. Motter is employed by us
under a five-year employment agreement. Mr. Miehle is employed by us under a
three-year employment agreement. The loss of any of our key executives could
have a material adverse effect on us and our operations and prospects, although
the loss of either Mr. Motter or Mr. Miehle could have a more significant
adverse effect. We have no key man insurance on either Mr. Motter or Mr. Miehle.
We believe that our future success will also depend, in part, upon our ability
to attract, retain and motivate qualified personnel. There is no assurance,
however, that we will be successful in attracting and retaining such personnel.

Production Risks.

The high-technology product line requires us to deal with suppliers and
subcontractors supplying highly specialized parts, operating highly
sophisticated and narrow tolerance equipment and performing highly technical
calculations. Components must be custom designed and manufactured, which is not
only complicated and expensive, but can also require a number of months to
accomplish. Slight mistakes in either the design or manufacture can result in
unsatisfactory parts that may not be correctable. Because our business requires
the talents of various professions, mistakes from very slight oversights or
miscommunications can occur, resulting not only in costly delays and lost
orders, but also in disagreements regarding liability and, in any event,
extended delays in production. Moreover, we rely on suppliers that are related
to each other for parts and equipment. When dealing with related suppliers the
terms on which parts and equipment are purchased may not be as favorable as
could be obtained from unrelated third- party suppliers.

Lack of Independent Market Testing.

We believe that there is substantial commercial demand for its laser
surgery system and blood flow analyzer for the eyes at a profitable price.
However, this belief is solely based on our management=s experience and
judgment. At this time, there have been no independent marketing studies by
independent professional marketing firms to reliably confirm the extent of this
demand, the price ranges within which it exists and the amount of promotion
necessary to exploit whatever demand does exist.

No Assurance of Market Acceptance.

Our products may not be accepted in the marketplace. Such acceptance will
depend on a number of factors including receiving regulatory approvals,
demonstrating the safety, and advantages of our products over existing systems
and techniques. Our laser surgery system may never gain market acceptance since
the system may not effectively remove viscerous cataracts. Further, we be unable
to successfully market our products even if they perform successfully in
clinical applications. Our Precisionist ThirtyThousandJ Workstation(TM) may not
gain acceptance unless we can reduce or eliminate the vacuum surge and develop
additional, complementary surgical devices for installation in that host system.

Dependence on Patents and the Protection of Proprietary Technology.

We depend on our ability to license and obtain patents and on the adherence
to confidentiality agreements executed by employees, consultants and
third-parties to maintain the proprietary nature of our technology and to
operate without infringing on the proprietary rights of others. Our laser probe
is protected by a United States patent issued in 1987 to Daniel M. Eichenbaum,
M.D. Patents have been granted to the Blood Flow Analyzer(TM) in the United
States and the United Kingdom, to the Dicon(TM) Topographer in the United
States, and to the Dicon(TM) Perimeter in the United States, the United Kingdom,
Germany and Switzerland. The pending patents may not be perfected. Also, our
present or future products may be found to infringe upon the patents of others.
If our products are found to infringe on the patents, or otherwise impermissibly
utilize the intellectual property of others, our development, manufacture and
sale of such products could be severely restricted or prohibited. We may be
required to obtain licenses to utilize such patents or proprietary rights of
others and acceptable terms may be unavailable. If we do not obtain such
licenses, the development, manufacture or sale of products requiring such
licenses would be materially adversely affected. In addition, we could incur
substantial costs in defending ourself against challenges to our patents or
infringement claims made by third parties or in enforcing any patents we may
obtain.

Limited Nature of Patent Protection.

Others may sell products similar to our Photon(TM) LaserPhaco(TM) system,
the Mentor systems or the Blood Flow Analyzer(TM) for the eyes before we can
market either device. We rely on the protections that we hope to realize under
the United States and foreign patent laws. However, patents provide limited
protections. We have a United States and Japanese patent on the hand-held probe

7
<PAGE>

design and applications for various foreign patents are either pending or
planned, and the patents for the blood flow analyzer for the eyes are reported
by OBF, Ltd. to have been approved in the United States and the United Kingdom.
Similar devices, however, could be designed that do not infringe on our patent
rights, but that are similar enough to compete against our patented products.
Moreover, it is possible that an unpatented but prior existing device or design
may exist that has never been made public and therefore is not known to us or
the industry in general. Such a device could be introduced into the market
without infringing on our current patent. If any such competing non-infringing
devices are produced and distributed, our profit potential would be seriously
limited, which would seriously impair our viability.

Limitations on Medical Reimbursement.

We anticipate that our medical devices will generally be purchased by
ophthalmologists and hospitals that will then bill various third-party payors,
such as government programs and private insurance plans, for the health care
services provided to their patients. Government agencies generally reimburse at
a fixed rate based on the procedure performed. Some of the potential procedures
for which our medical devices may be used, however, may be denied reimbursement
as elective. In addition, third-party payors may deny reimbursement if they
determine that the use of our products was unnecessary, inappropriate, not
cost-effective, experimental or used for a non-approved indication. Even if we
receive FDA clearances for our products, third-party payors may nevertheless
deny reimbursement. Furthermore, third-party payors increasingly challenge the
prices charged for medical products and services. Reimbursement from third-party
payors may be unavailable or if available, that reimbursement may be limited
when compared with reimbursement for competitive procedures, thereby materially
adversely affecting our ability to profitably sell products. The market for our
products could also be adversely affected by recent federal legislation that
reduces reimbursements under the capital cost pass- through system utilized in
connection with the Medicare program. Failure by hospitals and other users of
our products to obtain reimbursement from third-party payors or changes in
government and private third-party payors' policies toward reimbursement for
procedures employing our products would have a material adverse effect on us.
See "Risk Factors--Proposed Health Care Reform."

Proposed Health Care Reform.

President Clinton's Administration is making proposals to change aspects of
the delivery and financing of health care services. Other legislation to
accomplish the same purpose has or will also be introduced by members of
Congress. Legislation derived from one or more of these proposals may be enacted
in the near future. Such legislation to control or reduce public (Medicare and
Medicaid) and private spending on health care, to reform the methods of payment
for health care goods and services by both the public and private sectors, and
to provide universal access to health care may be passed. We cannot predict what
form this legislation may take or the effect of such legislation on its
business. It is possible that the legislation ultimately enacted by Congress
will contain provisions resulting in price limits and utilization controls which
may reduce the rate of increase in the growth of the ophthalmic laser market or
otherwise adversely affect our business. It is also possible that future
legislation could result in modifications to the nation's public and private
health care insurance systems which will affect reimbursement policies in a
manner adverse to us. We also cannot predict what other legislation relating to
our business or the health care industry may be enacted, including legislation
relating to third- party reimbursement, or what effect legislation may have on
the results of its operations.

New Product Quality.

Our Precisionist ThirtyThousand(TM) Workstation(TM) is a new computer-based
product unproven by day-to-day use in the marketplace. As is common with other
new computer-based products, we have discovered certain circuitry problems and
component failures with the first Workstation(TM) that we manufactured. We
believe that we have corrected most if not all of these problems. However, there
is no assurance that all of these problems have been detected or corrected. If
customers were to experience significant problems with the Workstation(TM), if
we could not fix or correct the problems, or if our customers were dissatisfied
with the functionality or performance of the Workstation(TM), or product support
provided by us, we would be materially adversely effected.

Dependence on Outside Suppliers and Manufacturers.

We currently purchase all of its components, supplies and contract
manufacturing from third-party suppliers. Substantially all of our current
products are manufactured or assembled by three companies under long-term
manufacturing agreements. However, if we were required to locate other
manufacturers or suppliers, we could experience increased costs and significant
delays in both locating and switching to new vendors. Further, it would be
difficult for us to develop the capacity to manufacture or assemble its products
in-house since we have no experience in large-scale manufacturing. In addition,
we may be unsuccessful in developing the necessary facilities or recruiting
trained personnel to achieve profitable manufacturing or assembling capacities.

8
<PAGE>

Minimal Marketing Experience.

We have commenced a direct sales program to market its current and proposed
products. However, we have minimal direct sales experience and may need to
recruit additional qualified personnel for this purpose. Our sales program may
be unsuccessful or we may be unable to attract and retain qualified distributors
on favorable terms.

Product Liability and Possible Insufficiency of Insurance.

The nature of our business exposes it to risk from product liability claims
and there can be no assurance that the Company can avoid significant product
liability exposure. We maintain product liability insurance providing coverage
up to $2,000,000 per claim with an aggregate policy limit of $2,000,000. There
is substantial doubt that this amount of insurance would be adequate to cover
liabilities should we face significant claims. A successful products liability
claim brought against us could have a material adverse effect on our business,
operating results and financial condition. Further, product liability insurance
is becoming increasingly expensive, and there can be no assurance that we will
successfully maintain adequate product liability insurance at acceptable rates,
or at all. Should we be unable to maintain adequate product liability insurance,
our ability to market our products would be significantly impaired. Any losses
that we may suffer from future liability claims or a voluntary or involuntary
recall of our products and the damage that any product liability litigation or
voluntary or involuntary recall may do to the reputation and marketability of
our products would have a material adverse effect on our business, operating
results and financial condition.

World Economic, Political and Currency Fluctuations.

We anticipate that a significant portion of its future product sales will
be in foreign countries. Because we quote prices for our products and accepts
payment on sales principally in U.S. dollars, any significant increase in the
value of the U.S. dollar against local currencies may make our products less
competitive with foreign products. The economic and political instability of
some foreign countries also may affect the ability of ophthalmologists and
others to purchase our products, or the ability of potential customers to pay
for the procedures for which our products are used.

Possible Volatility of Stock Price.

Our Common Stock and Class A Warrants are currently traded on The Nasdaq
SmallCap Market. Factors such as announcements by us of the regulatory status of
products, quarterly variations in its financial results, the gain or loss of
material contracts, changes in management, regulatory changes, trends in the
industry or stock market and announcements by competitors, among other things,
could cause the market price of such securities to fluctuate significantly.

Adverse Effects of Board of Director Control of Preferred Stock.

Our Certificate of Incorporation authorizes the issuance of shares of
"blank check" preferred stock, which will have such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder approval
(but subject to applicable government regulatory restrictions), to issue
preferred stock with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights of the holders of
our Common Stock. Those terms and conditions may include preferences on an equal
or prior rank to existing series of Preferred Stock. Those shares may be issued
on such terms and for such consideration as the Board then deems reasonable and
such stock shall then rank equally in all aspects of the series and on the
preferences and conditions so provided, regardless of when issued. In the event
of such issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. As of November 20, 2000, 5,957 shares of Series A
Preferred Stock, 15,236 shares of Series B Preferred Stock, no shares of Series
C Preferred Stock and 52,500 shares of Series D Preferred Stock were issued and
outstanding, which are immediately convertible, in the aggregate, into 117,306
shares of our Common Stock.

No Dividends on Common Stock.

We issued a stock dividend on its Series A Preferred Stock and Series B
Preferred Stock on January 8, 1996, to stockholders of record as of December 31,
1994. We have not paid any cash dividends on our Common Stock and do not expect
to declare or pay any cash or other dividends in the foreseeable future so that
we may reinvest earnings, if any, into the development of the business. The
holders of our Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock are entitled to non-cumulative cash
dividends paid out of surplus earnings.

9
<PAGE>

Board Discretion as to Use of Proceeds.

All of the net proceeds of the Offering, if any, have been allocated to
working capital (and not otherwise allocated for a specific purpose) and will be
used for such purposes as management may determine in its sole discretion
without the need for stockholder approval with respect to any such allocations.

Rescission Offer to Series B Shareholders.

We issued 493,000 shares of Series B Preferred Stock in 1994 and 1995. The
Series B Shares may not have been sold in compliance with certain aspects of
California corporate law and federal and state securities laws. Concurrently
with our July 1996 public offering, we provided the Series B Shareholders with a
rescission offer (the "Rescission Offer") to repurchase all Series B Preferred
shares (the "Rescission Shares") owned by the Series B Shareholders. The Series
B Shareholders were offered the right to rescind their purchases and receive a
refund of the price paid by them of $4.00 per share plus an amount equal to the
interest thereon at rates ranging from 6% to 12% per annum from the date the
Rescission Shares were purchased to July 25, 1996, the date our public offering
closed and each rescinding shareholder was paid by us. The original purchasers
of approximately 93% of the Series B Shares (460,250 shares) rejected the
Rescission Offer by responding as requested in the Rescission Offer or by
failing to return a response within thirty days of receiving the Rescission
Offer. Two shareholders owning a combined total of 32,750 shares accepted the
Rescission Offer. The Rescission Offer was designed to reduce any type of
contingent liability we may be subject to in connection with its private
placement of Series B Preferred Stock. However, the Rescission Offer may not
have fully relieved us from exposure to contingent liability under federal or
state securities laws. Not every state statutorily provides for voluntary
rescission offers. In addition, other states, although authorizing rescission
offers, do not completely limit the liability of the offeror. Thus, we may have
continuing liability in certain states following the Rescission Offer.

Limited Liability for Officers and Directors and Indemnification Matters.

Our Certificate of Incorporation eliminates in certain circumstances the
liability of directors for monetary damages for breach of their fiduciary duty
as directors. We have entered into indemnification agreements (the
"Indemnification Agreements") with certain directors and officers. Each such
Indemnification Agreement provides that we will indemnify the indemnitee against
expenses, including reasonable attorneys' fees, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any civil or criminal action or administrative proceeding arising out of
his performance of his duties as a director or officer, other than an action
instituted by the director or officer. The Indemnification Agreements will also
require that we indemnify the director or other party thereto in all cases to
the fullest extent permitted by applicable law. Each Indemnification Agreement
will permit the director or officer that is party thereto to bring suit to seek
recovery of amounts due under the Indemnification Agreement and to recover the
expenses of such a suit if he or she is successful.

Dilutionary Possibilities.

The Board of Directors has the inherent right under applicable Delaware
law, for whatever value the Board deems adequate, to issue additional shares of
Common Stock up to the limit of shares authorized by the Certificate of
Incorporation, and, upon such issuance, all holders of shares of Common Stock,
regardless of when it is issued, thereafter generally rank equally in all
aspects of that class of stock, regardless of when issued. The Board of
Directors likewise has the inherent right, limited only by applicable Delaware
law and provisions of the Certificate of Incorporation to increase the number of
shares of Preferred Stock in a series, to create a new series of Preferred Stock
and to establish preferences and all other terms and conditions in regard to
such newly-created series. Any of those actions will dilute the holders of
Common Stock and also affect the relative position of the holders of any series
of any class. Current stockholders have no rights to prohibit such issuances nor
inherent "preemptive" rights to purchase any such stock when offered.

USE OF PROCEEDS

Holders of Class A Warrants, Kenneth Jerome Warrants, Note Holders'
Warrants, Cyndel Warrants, KSH Investment Group Warrants, Lafferty Warrants and
Warrants issued to Dr. Michael B. Limberg, Consulting for Strategic Growth, Ltd.
and John W. Hemmer are not obligated to exercise any of their Warrants and
holders of Options are not obligated to exercise any of their Options. However,
assuming exercise of all of the Warrants and options, the net proceeds from this
Offering to be received by the Company from the issuance of 7,706,230 shares of
Common Stock covered by this Prospectus and issuable upon the exercise of the
Warrants and Options are estimated to be $19,444,845. The closing bid price of
the Common Stock on The Nasdaq SmallCap Market was $2.125 on November 20, 2000.
All of the Warrants are exercisable at prices above $2.125. Accordingly, there
is no assurance that any of the Warrants will be exercised and the Company may
not receive any proceeds from this Offering. The Company will not receive any
proceeds from the issuance of shares of Common Stock upon conversion of the
Series C Preferred Stock or the Series D Preferred Stock.

10
<PAGE>

The Company currently anticipates that it will use the net proceeds of this
Offering, if any, to fund working capital requirements. In the event sufficient
proceeds are not received, the Company's short term plan is to meet cash needs
through external financing sources such as bank financing and private offerings
of debt and/or equity. The Company also expects the cash flow from operations
will provide additional funds to the Company as operating revenues increase.

The cost, timing and the amount of funds required for such uses by the
Company cannot be precisely determined at this time and will be based upon,
among other things, competitive developments, the rate of the Company's progress
in product development, and the availability of alternative methods of
financing. In addition, the Company's Board of Directors has broad discretion in
determining how the proceeds of this Offering received by the Company will be
applied.

SECURITYHOLDERS REGISTERING SHARES

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of November 20, 2000 by each of the
holders of Series C Preferred Stock (the "Selling Series C Preferred
Stockholder"), assuming each of the Selling Series C Preferred Stockholders
elects to exercise his conversion rights to convert the Series C Preferred
shares (the "Series C Shares") into shares of Common Stock, at a conversion
price equal to $1.75 per share of Common Stock, the number of shares of Common
Stock to be sold by each Selling Series C Preferred Shareholder, and the
percentage of each Selling Series C Preferred Stockholder after the sale of
Common Stock included in this Prospectus.
<TABLE>
<CAPTION>

Shares Beneficially Shares Beneficially
Owned Prior to Number of Owned After
Offering Shares Being Offering
Offered
Stockholders Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Paul N. Davis 17,142 * 17,142 0 *
Robert L. Frome(1) 42,855 * 42,855 0 *
Roger C. Husted 14,285 * 14,285 0 *
Patrick Kolenik - IRA 29,578 * 28,571 1,007 *
Ted Levine 28,571 * 28,571 0 *
Mark S. Richardson 14,285 * 14,285 0 *
Samuel Richman 2,285 * 2,285 0 *
Charles Thompson 14,285 * 14,285 0 *
United Growth Fund, Inc. Profit Sharing 28,570 * 28,570 0 *
Plan
Patrick and Linda Vetere, JTWROS 14,285 * 14,285 0 *
Rose W. Zee 28,571 * 28,571 0 *
_______ _______ _____
TOTAL 234,712 233,702 1,007
_______ _______ _____
________________________________________

* Less than 1%

(1) Mr. Frome is a director of the Company.
</TABLE>

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of November 20, 2000, by each of the
holders of Series D Preferred Stock (the "Selling Series D Preferred
Stockholders"), assuming each of the Selling Series D Preferred Stockholders
elects to exercise his conversion rights to convert the Series D Preferred
shares (the "Series D Shares") into shares of Common Stock, at a conversion
price equal to $1.75 per share of Common Stock, the number of shares of Common
Stock to be sold by each Selling Series D Preferred Stockholder, and the
percentage of each Selling Series D Preferred Stockholder after the sale of
Common Stock included in this Prospectus.

Number of
Shares Being
Stockholders Number Percent Offered Number Percent
<S> <C> <C> <C> <C> <C>
Dr. Robert Bedrossian 5,000 * 5,000 0 *
Dr. Valery Berger 10,000 * 10,000 0 *
Bill D. and Claudia J. Berkley 10,000 * 10,000 0 *
Berkley Investments, Inc. 10,000 * 10,000 0 *
Paul and Judith Berkman 15,000 * 15,000 0 *
Edwin Bindseil 10,000 * 10,000 0 *
</TABLE>

11
<PAGE>

Number of
Shares Being
Stockholders Number Percent Offered Number Percent
<S> <C> <C> <C> <C> <C>
Benjamin Bollag 15,000 * 15,000 0 *
Dr. Richard Bowe IRA 25,316 * 25,316 0 *
CarCap Co., LLC 10,000 * 10,000 0 *
James & Caren Cobb 40,000 * 40,000 0 *
William & Marion Conley 5,000 * 5,000 0 *
Corman Foundation, Inc. 30,000 * 30,000 0 *
Brian and Irene Cotter 10,000 * 10,000 0 *
Scott Crowther 10,000 * 10,000 0 *
George and JoAnn Dick 10,000 * 10,000 0 *
James A. Erb 10,000 * 10,000 0 *
Aaron I. Feder 6,000 * 6,000 0 *
Dale S. and Jack Feinblatt 9,000 * 9,000 0 *
Dr. Leon Gallin 2,000 * 2,000 0 *
Bonnie and Mort Goldberg 10,000 * 10,000 0 *
R. Steven Graves 10,000 * 10,000 0 *
Sean Greene 10,000 * 10,000 0 *
Halpert Enterprises Inc. 10,000 * 10,000 0 *
Douglas and Alexis Hogue 10,000 * 10,000 0 *
Elaine Khalaf 10,000 * 10,000 0 *
Aaron Kirzner 5,000 * 5,000 0 *
Steven Kohn, IRA 9,356 * 9,356 0 *
Lyudmila Korets 5,000 * 5,000 0 *
Dr. Michael Limberg, IRA 39,580 * 39,580 0 *
Morris Macy 5,000 * 5,000 0 *
Robert Margolin, IRA 5,000 * 5,000 0 *
Mid-Lakes P/S Trust 50,000 * 50,000 0 *
Jules M. Ness 10,000 * 10,000 0 *
James Pickett 5,000 * 5,000 0 *
Dr. Soleiman Rabanipour 10,000 * 10,000 0 *
Reinhard & Reinhard M/P Plan 8,000 * 8,000 0 *
Marsha and Barry Reiss 10,000 * 10,000 0 *
Dr. Steven Rubel 5,000 * 5,000 0 *
Melvyn and Lea Ruskin 10,000 * 10,000 0 *
Scott W. Sakin 10,000 * 10,000 0 *
Judy Shapiro 25,000 * 25,000 0 *
Jerold Stern 5,000 * 5,000 0 *
Steve Shook Construction P/S Plan
Dtd. 12/10/82 10,828 * 10,828 0 *
David Tadych 5,000 * 5,000 0 *
Miles and Rochelle Weinberg 10,000 * 10,000 0 *
Xanadu Associates, LLC 10,000 * 10,000 0 *
Dr. Alkis Zingas Trust 15,000 * 15,000 0 *
Dr. Igor Zlotin 5,000 * 5,000 0 *
Simon Zunamon Revocable Trust 20,000 * 20,000 0 *
_______ _______
TOTAL 595,080 595,080 0
_______ _______
________________________________

* Less than 1%.
</TABLE>

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of November 20, 2000, by each of the
holders of Options (the "Selling Optionholders"), assuming each of the Selling
Optionholders elects to exercise his or her Options to purchase shares of Common
Stock at an exercise price equal to $5.00 per share, the number of shares to be
sold by each Selling Optionholder and the percentage of each Selling
Optionholder after the sale of the shares included in this Prospectus.

Number of Shares Beneficially
Shares Beneficially Shares Being Owned After
Optionholders Owned Prior to Offering Offered Offering (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Del Anderson 300 * 300 0 *
Richard D. Dirkson 5,040 * 5,040 0 *
Dr. William C. Fitzhugh 90,737 * 20,000 70,737 *
Clint Frederickson 400 * 400 0 *
</TABLE>

12
<PAGE>
<TABLE>
<CAPTION>

Number of Shares Beneficially
Shares Beneficially Shares Being Owned After
Optionholders Owned Prior to Offering Offered Offering (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Miguel A. Gonzales 1,000 * 1,000 0 *
James Haydu 2,000 * 2,000 0 *
John P. Haydu 2,000 * 2,000 0 *
Zolton Haydu 15,000 * 15,000 0 *
John W. Hemmer (1) 8,013 * 7,500 513 *
Randall A. Mackey(2) 25,384 * 20,000 5,384 *
Thomas F. Motter(3) 713,950 6.1% 143,450 570,500 4.9%
Dale Muir 150 * 150 0 *
Corinne Powell 50,000 * 50,000 0 *
Curtis G. Page 10,080 * 10,080 0 *
Ray Rivera 150 * 150 0 *
Dr. David M. Silver(4) 28,666 * 20,000 8,666 *
Todd A. Smith 20,160 * 20,160 0 *
Jeffrey S. Voyles 10,808 * 10,080 0 *
_______ _______ _______
TOTAL 998,110 337,310 655,800
_______ _______ _______

*Less than 1%.

(1) Mr. Hemmer is Vice President of Finance, Treasurer and Chief Financial Officer of the Company.
(2) Mr. Mackey is Secretary and a director of the Company.
(3) Mr. Motter is Chairman of the Board and Chief Executive Officer of the Company.
(4) Dr. Silver is a director of the Company.
</TABLE>
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of November 20, 2000, by each of the
holders of Options (the "Selling Optionholders"), assuming each of the Selling
Optionholders elects to exercise his or her Options to purchase shares of Common
Stock at an exercise price equal to $5.00 per share, the number of shares to be
sold by each Selling Optionholder and the percentage of each Selling
Optionholder after the sale of the shares included in this Prospectus.
<TABLE>
<CAPTION>

Number of Shares Beneficially
Shares Beneficially Shares Being Owned After
Optionholders Owned Prior to Offering Offered Offering (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Scott D. Allen 10,000 * 10,000 0 *
Kent Angell 5,000 * 5,000 0 *
Ronald A. Banfiel 10,000 * 10,000 0 *
Tracy S. Best 15,000 * 15,000 0 *
Kay L. Boyd 4,000 * 4,000 0 *
Joseph P. Caruso 5,000 * 5,000 0 *
Anthony B. Cleverly 4,000 * 4,000 0 *
Richard D. Dirkson 30,000 * 30,000 0 *
Rafino Dumlao 5,000 * 5,000 0 *
Frank Frye 4,000 * 4,000 0 *
Lynn M. Frye 4,000 * 4,000 0 *
Robert Gaertner 5,000 * 5,000 0 *
Lisa A. Goehring 20,000 * 20,000 0 *
Kathleen Hand 15,000 * 15,000 0 *
R. Whitley Hawkes 4,000 * 4,000 0 *
Alan C. Hernley 12,500 * 12,500 0 *
Kirk O. Kauffman 6,000 * 6,000 0 *
LeAnn Kelley 2,500 * 2,500 0 *
Michael Ketner 1,250 * 1,250 0 *
Albert B. Knowlton 33,500 * 33,500 0 *
Bert J. Lessard 5,000 * 5,000 0 *
Joseph R. Llewellyn 4,000 * 4,000 0 *
John E. Lynn 4,000 * 4,000 0 *
Thomas L. Martin 5,000 * 5,000 0 *
John D. McKay 10,000 * 10,000 0 *
Sandra K. Michaelson 5,000 * 5,000 0 *
Yari L. Mitchell 5,000 * 5,000 0 *
Aziz Mohabbat 10,000 * 10,000 0 *
Bryan G. Moore 10,000 * 10,000 0 *
</TABLE>

13
<PAGE>
<TABLE>
<CAPTION>

Number of Shares Beneficially
Shares Beneficially Shares Being Owned After
Optionholders Owned Prior to Offering Offered Offering (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Curtis G. Page 20,000 * 20,000 0 *
Roberto E. Parra 4,000 * 4,000 0 *
Corinne Powell 12,500 * 12,500 0 *
Cory M. Powers 5,000 * 5,000 0 *
Charles S. Pritchard 4,000 * 4,000 0 *
Carmen T. Rivera 4,000 * 4,000 0 *
Edward M. Schaeferle 4,000 * 4,000 0 *
James R. Schubert 20,000 * 20,000 0 *
Zacarri D. Sisneros 10,000 * 10,000 0 *
Ranee J. Smith 5,000 * 5,000 0 *
Todd A. Smith 5,000 * 5,000 0 *
Anthony Smith 10,000 * 10,000 0 *
Jeffrey S. Voyles 2,500 * 2,500 0 *
Jamet M. Widmer 5,000 * 5,000 0 *
Lindsey G. Wise 1,250 * 1,250 0 *
_______ _______ _______
TOTAL 366,000 366,000 0
_______ _______ _______

*Less than 1%.
</TABLE>

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of November 20, 2000, by each of the
holders of Options (the "Selling Optionholders"), assuming each of the Selling
Optionholders elects to exercise his Options to purchase shares of Common Stock
at an exercise price equal to $6.00 per share, the number of shares to be sold
by each Selling Optionholder and the percentage of each Selling Optionholder
after the sale of the shares included in this Prospectus.
<TABLE>
<CAPTION>

Number of Shares Beneficially
Shares Beneficially Shares Being Owned After
Optionholders Owned Prior to Offering Offered Offering (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Tracy S. Best 5,880 * 5,880 0 *
Kirk O. Kauffman 7,000 * 7,000 0 *
James R. Shubert 20,000 * 20,000 0 *
Zacarri D. Sisneros 5,040 * 5,040 0 *
Curtis G. Page 30,000 * 30,000 0 *
_______ _______ _______
TOTAL 67,920 67,920 0
_______ _______ _______

*Less than 1%.
</TABLE>

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of November 20, 2000, by each of the
holders of Options (the "Selling Optionholders"), assuming each of the Selling
Optionholders elects to exercise his Options to purchase shares of Common Stock
at an exercise price equal to $4.00 per share, the number of shares to be sold
by each Selling Optionholder and the percentage of each Selling Optionholder
after the sale of the shares included in this Prospectus.
<TABLE>
<CAPTION>

Number of Shares Beneficially
Shares Beneficially Shares Being Owned After
Optionholders Owned Prior to Offering Offered Offering (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Steven J. Bayern 112,500 * 112,500 0 *
Robert L. Frome(1) 164,000 1.3% 150,000 14,000 *
Patrick N. Kolenik 142,077 1.1% 112,500 29,577 *
Thomas F. Motter(2) 620,500 5.0% 50,000 570,500 4.6%
_________ _______ _______
TOTAL 1,022,433 425,000 597,433
_________ _______ _______

Less than 1%
(1) Mr. Frome is a director of the Company.
(2) Mr. Motter is Chairman and Chief Executive Officer of the Company.
</TABLE>

14
<PAGE>

elects to exercise his Options to purchase shares of Common Stock at an exercise
price equal to $6.00 per share, the number of shares to be sold by each Selling
Optionholder and the percentage of each Selling Optionholder after the sale of
the shares included in this Prospectus.
<TABLE>
<CAPTION>

Number of Shares Beneficially
Shares Beneficially Shares Being Owned After
Optionholders Owned Prior to Offering Offered Offering (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Randall A. Mackey(1) 80,384 * 75,000 5,384 *
Mark R. Miehle(2) 228,966 1.8% 150,000 78,966 *
Dr. David M. Silver(3) 83,660 * 75,000 8,660 *
_______ _______ _______
TOTAL 308,666 300,000 42,544
_______ _______ _______

Less than 1%

(1) Mr. Mackey is Secretary and a director of the Company.
(2) Mr. Miehle is President and Chief Operating Officer of the Company.
(3) Dr. Silver is a director of the Company.
</TABLE>

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of November 20, 2000, by each of the
holders of Warrants (the "Selling Securityholders"), assuming each of the
Selling Securityholders elects to exercise the Warrants held by such Selling
Securityholder to purchase shares of Common Stock at exercise prices ranging
from $2.38 to $8.125 per share, the number of shares to be sold by each Selling
Securityholder and the percentage of each Selling Securityholder after the sale
of the shares included in this Prospectus.
<TABLE>
<CAPTION>

Number of Shares Beneficially
Shares Beneficially Shares Being Owned After
Securityholders Owned Prior to Offering Offered Offering (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Consulting for Strategic Growth, Ltd. 40,000 * 40,000 0 *
Cyndel & Co., Inc. 150,000 1.2% 150,000 0 *
John W. Hemmer(1) 83,013 * 75,000 8,013 *
KSH Investment Group, Inc. 208,400 1.7% 208,400 0 *
Kenneth Jerome & Company, Inc. 200,000 1.6% 200,000 0 *
Dr. Michael Limberg 240,000 1.9% 200,000 40,000 *
Note Holders' Warrants 37,500 * 37,500 0 *
R.F. Lafferty & Co., Inc. 100,000 * 100,000 0 *
_________ _________ _______
TOTAL 1,058,913 1,010,900 48,013
_________ _________ _______

Less than 1%.

(1) Mr. Hemmer is Vice President of Finance, Treasurer and Chief Financial Officer of the Company.
</TABLE>

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of November 20, 2000, by each of the
shareholders registering shares of Common Stock for resale (the "Selling
Shareholders") pursuant to registration rights granted to such Selling
Shareholders, the number of shares to be sold by each Selling Shareholder and
the percentage of each Selling Shareholder after the sale of the shares included
in this Prospectus.
<TABLE>
<CAPTION>

Number of
Shares Shares Beneficially
Shares Beneficially Being Owned After
Shareholders Owned Prior to Offering Offered Offering (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Douglas P. Adams 15,000 * 15,000 0 *
KSH Investment Group, Inc. 100,043 * 100,043 0 *
Mentor Corporation 485,751 3.9% 485,751 0 *
Randall A. Mackey(1) 5,384 * 5,384 0 *
Mark R. Miehle(2) 28,500 * 28,500 0 *
Michael W. Stelzer 20,000 * 20,000 0 *
Zevex International, Inc. 300,000 2.4% 300,000 0 *
_______ _______ ___
TOTAL 949,294 949,294 0
_______ _______ ___
</TABLE>

15
<PAGE>

Less than 1%.

(1) Mr. Mackey is Secretary and a director of the Company.
(2) Mr. Miehle is President and Chief Operating Officer of the Company.

Number of Shares Beneficially
Shares Beneficially Shares Being Owned After
Shareholders Owned Prior to Offering Offered Offering (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Ronald Banfiel 924 * 924 0 *
Vincent Brancaccio 9,933 * 9,933 0 *
Ray P. Carracciolo 3,698 * 3,698 0 *
Leith Clotfelter 116 * 116 0 *
Thomas Clotfelter 116 * 116 0 *
Lewis E. Corrigan 12,535 * 12,535 0 *
Neil Davis 36,976 * 36,976 0 *
Jarrod R. Eberhardt 4,108 * 4,108 0 *
Erin C. Eberhardt 4,108 * 4,108 0 *
Eberhardt Family Trust (UTD
dated 3/12/92 13,353 * 13,353 0 *
Charles George 462 * 462 0 *
Douglas A. Hester 1,284 * 1,284 0 *
Robert Horwitz 23,521 * 23,521 0 *
Keith D. Ignotz 709 * 709 0 *
Joshua E. Josephson 924 * 924 0 *
David R. Kahn 180 * 180 0 *
Rodger T. Kame 642 * 642 0 *
Sheila G. Lipin 6,163 * 6,163 0 *
William R. Lipin 9,244 * 9,244 0 *
George Mansfield 17,563 * 50,466 0 *
Mark R. Miehle(1) 78,966 * 50,466 28,500 *
Bryan G. Moore 7,703 * 7,703 0 *
Wilfred H. Newsham and Therese D.
Newshaw Living Trust (UDT)
dated 8/13/92 924 * 924 0 *
William Norgren 539 * 539 0 *
Phillips, Haskett & Ingwalson, P.C. 6,163 * 6,163 0 *
Frederick C. Phillips 2,311 * 2,311 0 *
Polycore Optical Pte., Ltd. 694,816 * 694,816 0 *
Charles S. Pritchard 51 * 51 0 *
D.A. Rorabaugh and Lorraine
Rorabaugh Trust (UTD) dated
5/21/85 16 * 16 0 *
Dale Rorabaugh 1,541 * 1,541 0 *
David and Dee Russell 1,849 * 1,849 0 *
The Wedemeyer Family Trust (UDT)
dated 8/8/85 3,852 * 3,852 0 *
Gary Wisniewski 1,320 * 1,320 0 *
James D. Wood 1,078 * 1,078 0 *
Bear Stearns as Custodian FBO
Leonard Russin, IRA 25,000 * 25,000 0 *
Bollag Family Trust 37,500 * 37,500 0 *
Michael Bollag 37,500 * 37,500 0 *
Carcap, Co. LLC 15,500 * 15,500 0 *
JAOR Partners 5,000 * 5,000 0 *
Helen Kohn 22,500 * 22,500 0 *
KSH Strategic Investment Fund I, LP 44,500 * 44,500 0 *
Midlakes P/S Trust, Dtd 1/1/66 15,000 * 15,000 0 *

</TABLE>

16
<PAGE>
<TABLE>
<CAPTION>

Number of Shares Beneficially
Shares Beneficially Shares Being Owned After
Shareholders Owned Prior to Offering Offered Offering (1)
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>

Vincent Brancaccio 9,933 * 9,933 0 *
Ray P. Carracciolo 3,698 * 3,698 0 *
Leith Clotfelter 116 * 116 0 *
Thomas Clotfelter 116 * 116 0 *
Lewis E. Corrigan 12,535 * 12,535 0 *
Neil Davis 36,976 * 36,976 0 *
Jarrod R. Eberhardt 4,108 * 4,108 0 *
Erin C. Eberhardt 4,108 * 4,108 0 *
Eberhardt Family Trust (UTD
dated 3/12/92 13,353 * 13,353 0 *
Charles George 462 * 462 0 *
Douglas A. Hester 1,284 * 1,284 0 *
Robert Horwitz 23,521 * 23,521 0 *
Keith D. Ignotz 709 * 709 0 *
Joshua E. Josephson 924 * 924 0 *
David R. Kahn 180 * 180 0 *
Rodger T. Kame 642 * 642 0 *
Sheila G. Lipin 6,163 * 6,163 0 *
William R. Lipin 9,244 * 9,244 0 *
George Mansfield 17,563 * 50,466 0 *
Mark R. Miehle(1) 78,966 * 50,466 28,500 *
Bryan G. Moore 7,703 * 7,703 0 *
Wilfred H. Newsham and Therese D.
Newshaw Living Trust (UDT)
dated 8/13/92 924 * 924 0 *
William Norgren 539 * 539 0 *
Phillips, Haskett & Ingwalson, P.C. 6,163 * 6,163 0 *
Frederick C. Phillips 2,311 * 2,311 0 *
Polycore Optical Pte., Ltd. 694,816 * 694,816 0 *
Charles S. Pritchard 51 * 51 0 *
D.A. Rorabaugh and Lorraine
Rorabaugh Trust (UTD) dated
5/21/85 16 * 16 0 *
Dale Rorabaugh 1,541 * 1,541 0 *
David and Dee Russell 1,849 * 1,849 0 *
The Wedemeyer Family Trust (UDT)
dated 8/8/85 3,852 * 3,852 0 *
Gary Wisniewski 1,320 * 1,320 0 *
James D. Wood 1,078 * 1,078 0 *
Bear Stearns as Custodian FBO
Leonard Russin, IRA 25,000 * 25,000 0 *
Bollag Family Trust 37,500 * 37,500 0 *
Michael Bollag 37,500 * 37,500 0 *
Robin Rubin 5,000 * 5,000 0 *
Stanley Goldberg Revocable Trust 10,000 * 10,000 0 *
Ronit Sucoff 22,500 * 22,500 0 *
Jeffrey and Iris Sultan 5,000 * 5,000 0 *
Tov Industrial Products 5,000 * 5,000 0 *
R.F. Lafferty & Co. 100,000 * 100,000 0 *
Marta Amado 3,000 * 3,000 0 *
Bakara Corporation 3,000 * 3,000 0 *
Bewitched Enterprises 6,000 * 6,000 0 *
Michelle F. Brewer 5,000 * 5,000 0 *
Isabel Campus 1,000 * 1,000 0 *
Paul Cardenas 2,000 * 2,000 0 *
Maria Mila de la Roca 1,000 * 1,000 0 *
Julaine F. de Romera 5,000 * 5,000 0 *
Jorge Renan Dorantes Gamboa 2,000 * 2,000 0 *
Patricia L. Dunbar 1,000 * 1,000 0 *
Robert J. Escobio 5,000 * 5,000 0 *
Flimwell Investments Limited 50,000 * 50,000 0 *
GAF Financial 2,000 * 2,000 0 *
Rafael Gutierrez 1,000 * 1,000 0 *
Carlos and Cristina Padron 1,000 * 1,000 0 *
Robert and Clara Patterson 1,000 * 1,000 0 *
Carlos and Jocelyn Pellerano 3,000 * 3,000 0 *
Malcolm Redman 100,000 * 100,000 0 *
Rock Solid Invstments of Miami 50,000 * 50,000 0 *
Patricia San Pedro 5,000 * 5,000 0 *
Alberto Slezynger and Lydia
Matamoros 3,000 * 3,000 0 *
Triton West Group, Inc. 768,933 6.1% 718.933 50,000 *
_________ _________ ______
TOTAL 2,499,524 2,421,024 78,500
_________ _________ ______

Less than 1%.

(1) Mr. Miehle is President and Chief Operating Officer of the Company.
</TABLE>

DESCRIPTION OF SECURITIES

Paradigm's authorized capital stock consists of 20,000,000 shares of Common
Stock, $.001 par value per share, and 5,000,000 shares of Preferred Stock, $.001
par value per share. Paradigm has created four classes of Preferred Stock,
designated as Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, and Series D Convertible Preferred Stock.

Common Stock. The holders of Common Stock are entitled to one vote for each
share held of record on all matters to be voted on by stockholders. The holders
of Common Stock are entitled to receive such dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion from
legally available funds. Upon liquidation or dissolution of Paradigm, the
holders of Common Stock are entitled to receive, pro rata, assets remaining
available for distribution to stockholders. The Common Stock has no cumulative
voting, preemptive or subscription rights and is not subject to any future
calls. There are no conversion or redemption rights applicable to the shares of
Common Stock. All the outstanding shares of Common Stock are fully paid and
nonassessable.

Preferred Stock. The Board of Directors is authorized, without further
action by the stockholders, to issue, from time to time, up to 5,000,000 shares
of Preferred Stock in one or more classes or series, and to fix or alter the
designations, power and preferences, and relative participation, option or other
rights, if any, and qualifications, limitations or restrictions thereof,
including, without limitation, dividend rights (and whether dividends are
cumulative), conversion rights, if any, voting rights (including the number of
votes, if any, per share), redemption rights (including sinking fund provisions,
if any), and liquidation preferences of any unissued shares or wholly unissued
series of preferred stock, and the number of shares constituting any such class
or series and its designation and to increase or decrease the number of such
class or series subsequent to the issuance of shares of such class or series,
but not below the number of shares of such class or series then outstanding. The
issuance of any series of preferred stock under certain circumstances could have
the effect of delaying, deferring or preventing a change in control and could
adversely affect the rights of the holders of the Common Stock. As of the date
of this Memorandum, Paradigm has created and issued shares of four classes of
preferred stock more fully discussed below.

17
<PAGE>

Series A Preferred Stock. The Board of Directors has authorized the
issuance of a total of 500,000 shares of Series A Preferred Stock. Each share of
Series A Preferred Stock is convertible into shares of Common Stock at a rate of
1.2 shares of Common Stock for each share of Series A Preferred Stock. Paradigm
may, at its sole option, at any time, redeem all of the then- outstanding shares
of Series A Preferred Stock at a price of $4.50 per share, plus accrued and
unpaid dividends, if any. The holders of shares of Series A Preferred Stock are
entitled to non-cumulative preferred dividends at the rate of $0.24 per share of
Series A Preferred Stock per annum, payable in cash on or before December 31 of
each year, commencing December 31, 1995. Such dividends, however, can only be
paid from surplus earnings of Paradigm and further, because these dividends are
non-cumulative, no deficiencies in dividend payments from any calendar year can
be carried forward to the next calendar year. The Series A Preferred Stock has
priority rights to dividends over the Common Stock, but will not participate in
any dividends payable to the holders of shares of Common Stock. No dividends
will be paid to holders of shares of Common Stock unless and until all dividends
on shares of Preferred Stock have been paid in full for the same period. Except
upon the redemption of the Series A Preferred Stock or before the payment of
dividends on any shares of capital stock that are on par with or junior or
subordinate to the Series A Preferred Stock as to dividends, or upon the
liquidation, dissolution or winding-up of Paradigm, the payment of dividend from
surplus earnings was not mandatory prior to December 31, 1995. In the event of
any liquidation, dissolution or winding-up of Paradigm, the holders of shares of
Series A Preferred Stock are entitled to receive, prior and in preference to,
any distribution of any of the assets or surplus funds of Paradigm to the
holders of shares of Common Stock or any other stock of Paradigm ranking on
liquidation junior or subordinate to the Series A Preferred Stock, an amount
equal to $1.00 per share, plus accrued and unpaid dividends, if any. Holders of
shares of Series A Preferred Stock have no voting rights, except in those
instances required by Delaware law.

As of November 20, 2000, there were a total of 5,957 shares of Series A
Preferred Stock issued and outstanding. A total of 7,148 shares of Common Stock
has been set aside and reserved in the event that the holders of shares of
Series A Preferred Stock elect to convert those shares into shares of Common
Stock. As of November 20, 2000, 116,807 shares of Series A Preferred Stock have
been converted into 140,168 shares of Common Stock.

Series B Preferred Stock. The Board of Directors has authorized the
issuance of a total of 500,000 shares of Series B Preferred Stock. Each share of
the Series B Preferred Stock is convertible into shares of Common Stock at a
rate of 1.2 shares of Common Stock for each share of Series B Preferred Stock.
Paradigm may, at its sole option, at any time, redeem all of the then-
outstanding shares of Series B Preferred Stock at a price of $4.50 per share,
plus accrued and unpaid dividends, if any. Except upon the redemption of the
Series B Preferred Stock or before the payment of dividends on any shares of
capital stock that are on par with or junior or subordinate to the Series B
Preferred Stock as to dividends, or upon the liquidation, dissolution or
winding-up of Paradigm, the payment of dividends from surplus earnings was not
mandatory prior to December 31, 1995. In the event of any liquidation,
dissolution or winding-up of Paradigm, the holders of shares of Series B
Preferred Stock are entitled to receive, prior and in preference to, any
distribution of any of the assets or surplus funds of Paradigm to the holders of
shares of Common Stock or any other stock of Paradigm ranking on liquidation
junior or subordinate to the Series B Preferred Stock, an amount equal to $4.00
per share, plus accrued and unpaid dividends, if any. Holders of shares of
Series B Preferred Stock have no voting rights, except in those instances
required by Delaware law.

As of November 20, 2000, there were a total of 15,236 shares of Series B
Preferred Stock issued and outstanding. A total of 18,283 shares of Common Stock
have been set aside and reserved in the event that the holders of shares of
Series B Preferred Stock elect to convert those shares into shares of Common
Stock. As of November 20, 2000, 477,764 shares of Series B Preferred Stock have
been converted into 573,317 shares of Common Stock.

Series C Preferred Stock. The Board of Directors has authorized the
issuance of a total of 30,000 shares of Series C Preferred Stock. Each share of
Series C Preferred Stock is convertible into shares of Common Stock at an
initial conversion price equal to $1.75 per share of Common Stock, subject to
adjustments for stock splits, stock dividends and certain combinations or
recapitalizations in respect of the Common Stock. The shares are also
automatically converted into Common Stock upon 30 days' written notice by
Paradigm to the holders of the shares after (i) the 30-day anniversary of the
effective date of the filing of a registration statement in which shares of
Common Stock issuable upon conversion of the shares were registered and (ii) the
average closing price of the Common Stock for the 20-day period immediately
prior to the date in which notice of conversion is given to the holders of the
shares is at least $3.50 per shares. Any shares still outstanding after January
1, 2002 shall be mandatorily converted at such date at the conversion price then
in effect. Holders of the shares have no redemption rights. The holders of
shares of Series C Preferred Stock are entitled to 12% non-cumulative preferred
dividends. However, the shares shall be entitled to dividends declared on the
Common Stock on an as-converted basis. Such dividends shall accrue from the date
of issuance or the last preferred dividend record date and be payable in cash or
shares of Common Stock. Such dividends, however, can only be paid at Paradigm's
sole option from surplus earnings and further, because these dividends are
non-cumulative, no deficiencies in dividend payments from any calendar year can
be carried forward to the next calendar year. In the event of any liquidation,
dissolution, sale of all or substantially all of the assets or merger or
consolidation of Paradigm (and, in case of a merger or consolidation, Paradigm
is not the surviving entity), the holders of Series C Preferred Stock shall be
entitled to receive, in preference to the holders of all other classes of
capital stock, whether now existing or hereinafter created (other than Series A
Preferred Stock and Series B Preferred Stock with which Series C Preferred Stock
shall, for purposes of a liquidation, rank junior), an amount per share equal to
the greater of (A) the amount such shares would have received had such holders
converted the Series C Preferred Stock into Common Stock immediately prior to
such liquidation, plus declared or unpaid dividends or (B) or the stated value,
$100 per share, subject to such liquidation plus declared but unpaid dividends.
Holders of shares of Series C Preferred Stock shall have no voting rights,
except in those instances required by Delaware law.

As of November 20, 2000, there were no shares of Series C Preferred Stock
issued and outstanding. As of November 20, 2000, 29,990 shares of Series C
Preferred Stock have been converted into 1,714,273 shares of Common Stock.

18
<PAGE>

Series D Convertible Preferred Stock. The Board of Directors authorized the
issuance of a total of 909,000 shares of Series D Convertible Preferred Stock.
Each share of Series D Preferred Stock is convertible into one share of Common
Stock, subject to adjustments for stock splits, stock dividends and certain
combinations or recapitalizations in respect of the Common Stock. The shares are
also automatically converted into Common Stock upon 30 days' written notice by
Paradigm to the holders of the shares after (i) the 30-day anniversary of the
effective date of a registration statement in which shares of Common Stock
issuable upon conversion of the shares are registered and (ii) the average
closing price of the Common Stock for the 20-day period immediately prior to the
date in which notice of conversion is given to the holders of the shares is at
least $3.50 per share. Any shares still outstanding after January 1, 2002 shall
be mandatorily converted at such date at the conversion price then in effect.
Holders of the shares have no redemption rights. The holders of shares of Series
D Preferred Stock are entitled to 10% non-cumulative preferred dividends.
Additionally, holders of the shares will receive any dividends declared on the
Common Stock on an as-converted basis. Such dividends accrue from the date of
issuance or the last preferred dividend record date and are payable in cash or
shares of Common Stock. Such dividends, however, can only be paid at Paradigm's
sole option from surplus earnings and further because these dividends are
non-cumulative, no deficiencies in dividend payments from any calendar year can
be carried forward to the next calendar year. In the event of any liquidation,
dissolution, sale of all or substantially all of the assets or merger or
consolidation of Paradigm (and, in case of a merger or consolidation, Paradigm
is not the surviving entity), the holders of Series D Preferred Stock are
entitled to receive, in preference to the holders of all other classes of
capital stock, whether now existing or hereinafter created, other than Series A
Preferred Stock Series B Preferred Stock and Series C Preferred Stock with which
Series D Preferred Stock shall, for purposes of a liquidation, rank junior, an
amount per share equal to the greater of (A) the amount such shares would have
received had such holders converted the Series D Preferred Stock into Common
Stock immediately prior to such liquidation, plus declared or unpaid dividends
or (B) or the stated value, $1.75 per share, subject to such liquidation plus
declared but unpaid dividends. Holders of shares of Series D Preferred Stock
have no voting rights, except in those instances required by Delaware law.

As of November 20, 2000, there were a total of 52,500 shares of Series D
Preferred Stock issued and outstanding. A total of 91,875 shares of Common Stock
has been set aside and reserved in the event that the holders of the Series D
Preferred Stock elect to convert those shares into shares of Common Stock. As of
November 20, 2000, 856,500 shares of Series D Preferred Stock have been
converted into 1,498,875 shares of Common Stock.

Rescission Offer to Series B Preferred Stockholders. The 493,000 shares of
Series B Preferred Stock issued to the Company's Series B Stockholders (the
"Series B Stockholders") may not have been sold in compliance with certain
aspects of California corporate law and federal and state securities laws.
Concurrently with its public offering, the Company provided the Series B
Stockholders with a rescission offer (the "Rescission Offer") to repurchase all
Series B Preferred shares (the "Rescission Shares") owned by the Series B
Stockholders. The Series B Stockholders were offered the right to rescind their
purchases and receive a refund of the price paid by them of $4.00 per share plus
an amount equal to the interest thereon at rates ranging from 6% to 10% per
annum from the date the Rescission Shares were purchased to July 25, 1996, the
date the Company's public offering closed and each rescinding shareholder was
paid by the Company. The original purchasers of approximately 93% of the Series
B Shares (460,250 shares) rejected the Rescission Offer. Two shareholders owning
a combined total of 32,750 shares have accepted the Rescission Offer.

Although the Company was not instructed by any regulatory body to actually
conduct the Rescission Offer, the Company decided to go forward with the
Rescission Offer to reduce any type of potential contingent liability it may be
exposed to in connection with its private placement of Series B Preferred Stock.
The Rescission Offer is designed to reduce such contingent liability by placing
the Series B Stockholders on notice of possible defects and presenting them with
an opportunity to avoid or mitigate damages. The Rescission Offer, however, may
not fully relieve the Company from exposure to contingent liability under
federal or state securities laws.

Class A Warrants. Each Class A Warrant entitles the holder to purchase one
share of Common Stock at an exercise price of $7.50 per share. Class A Warrants
are exercisable through July 10, 2001 provided that at the time of exercise a
current prospectus relating to the Common Stock is then in effect and the Common
Stock is qualified for sale or exempt from qualification under applicable state
securities laws. The Class A Warrants are subject to redemption by the Company
commencing July 10, 1997, upon 30 days' written notice, at a price of $.05 per
Class A Warrant if the average closing bid price of the Common Stock for any 30
consecutive business days ending within 15 days of the date of which the notice
of redemption is given shall have exceeded $8.50 per share. Holders of Class A
Warrants automatically forfeit their rights to purchase the shares of Common
Stock issuable upon exercise of such Warrants unless the Warrants are exercised
before the close of business on the business day immediately prior to the date
set for redemption. All outstanding Class A Warrants must be redeemed if any
Class A Warrants are redeemed. A notice of redemption shall be mailed to each of
the registered holders of the Class A Warrants by First Class mail, postage
prepaid, 30 days before the date fixed for redemption. The notice of redemption
shall specify the redemption price, the date fixed for redemption, the place
where the Class A Warrant certificates shall be delivered and the redemption
price to be paid, and that the right to exercise a Class A Warrant shall
terminate at 5:00 p.m. (Salt Lake City time) on the business day immediately
preceding the date fixed for redemption.

The Class A Warrants may be exercised upon surrender of the certificate(s)
therefore on or prior to the expiration or the redemption date at the offices of
Continental Stock Transfer & Trust Company, the Company's warrant agent (the
"Warrant Agent") with the subscription form on the reverse side of the
certificate(s) completed and executed as indicated, accomplished by payment (in
the form of a certified or cashier's check payable to the order of the Company)
of the full exercise price for the number of warrants being exercised.

The Class A Warrants contain provisions that protect the holders thereof
against dissolution by adjustment of the exercise price per share and the number
of shares issuable upon exercise thereof upon the occurrence of certain events
including issuances of

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<PAGE>

Common Stock (or securities convertible, exchangeable or exercisable into Common
Stock) at less than market value, stock dividends, stock splits, mergers, sale
of substantially all of the Company's assets, and for other extraordinary
events; provided, however, that no such adjustment shall be made upon, among
other things (i) the issuance or exercise of options or other securities under
employee benefit plans (ii) the sale or exercise of outstanding options or
warrants or the Class A Warrants, or (iii) the conversion of shares of the
Company's Preferred Stock to Common Stock.

The Company is not required to issue fractional shares of Common Stock, and
in lieu thereof will make a cash payment based upon the current market value of
such fractional shares. The holder of Class A Warrants will not possess any
right as a shareholder of the Company unless or until he or she exercises the
Class A Warrants. As of November 20, 2000, no Class A Warrants have been
exercised.

Kenneth Jerome Warrants. In connection with its public offering, the
Company issued and sold warrants to Kenneth Jerome & Company, Inc. ("Kenneth
Jerome") the underwriters of that offering, to purchase 100,000 shares of Common
Stock at $8.125 per share commencing July 10, 1998 and continuing to be
exercisable until July 10, 2001, and an additional 100,000 shares of Common
Stock at a price of $7.50 per share exercisable for the same period of time.
During the exercise period, holders of the Kenneth Jerome Warrants are entitled
to certain demand and incidental registration rights with respect to the
securities issuable upon exercise of the Kenneth Jerome Warrants. The number of
shares covered by the Kenneth Jerome Warrants are subject to adjustment in
certain events to prevent dissolution. The Company may redeem the Kenneth Jerome
Warrants beginning July 10, 1998 at a price of $.05 per warrant at such time as
the Company's Common Stock has been trading on The Nasdaq SmallCap Market or an
established exchange at a price equal to or above $10.00 per share for a period
of 30 consecutive business days ending within 15 days of the date of redemption.
Prior to July 10, 1998, the Kenneth Jerome Warrants are not transferable except
to officers and directors of the representative, co-underwriters, selling group
members and their officers or partners. As of November 20, 2000, the Kenneth
Jerome Warrants have not been exercised.

Note Holders' Warrants. In connection with certain Bridge Financing, the
Company issued Warrants to purchase 300,000 shares of Common Stock to investors.
Each Warrant entitles the holder (the "Note Holder") to purchase one share of
Common Stock at an exercise price of $3.33 per share. The Note Holders' Warrants
are exercisable through December 1, 2000. The Note Holders' Warrants may be
exercised upon surrender of the certificate(s) therefor on or prior to the
expiration or the redemption date at the offices of the Company's warrant agent
with the subscription form on the reverse side of the certificate(s) completed
and executed as indicated, accomplished by payment (in the form of a certified
or cashier's check payable to the order of the Company) of the full exercise
price for the number of Warrants being exercised. The Company may redeem the
Note Holders' Warrants at a price of $.05 per Warrant at such time as the
Company's Common Stock has been trading in the over-the-counter market as
reported on The Nasdaq SmallCap Market at a price equal to or above $10.00 for a
period of 30 consecutive trading days ending within 15 days of the date of
redemption. The Note Holders' Warrants contain provisions that protect the
holders thereof against dilution by adjustment of the exercise price per share
and the number of shares issuable upon exercise thereof upon the occurrence of
certain events, including stock dividends, stock splits, mergers and the sale of
substantially all of the Company's assets. The Company is not required to issue
fractional shares of Common Stock, and in lieu thereof will make a cash payment
based upon the current market value of such fractional shares. The holder of the
Note Holders' Warrants will not possess any rights as a shareholder of the
Company unless and until the holder exercises the Warrants. As of November 20,
2000, 250,000 Note Holders' Warrants have been exercised to purchase 250,000
shares of Common Stock.

KSH Investment Group Warrants. In connection with its Series D Preferred
private placement, the Company issued Warrants to KSH Investment Group, Inc.
("KSH Investment Group") Warrants to purchase 208,400 shares of Common Stock.
These Warrants consist of Placement Agent Warrants to purchase 68,400 shares of
Common Stock at any time not later than February 12, 2004 at exercise price of
$2.50 per share for Warrants to purchase 55,539 shares of Common Stock, $2.69
per share for Warrants to purchase 10,461 shares, and $2.38 per share for
Warrants to purchase 2,400 shares of Common Stock. The Investment Banking Fee
Warrants consist of Warrants to purchase 140,000 shares of Common Stock at any
time no later than March 1, 2004 at an exercise price of $2.38 per share. The
KSH Investment Group Warrants contain provisions that protect holders thereof
against dilution by adjustment of the exercise price per share and the number of
shares issuable upon exercise thereof upon the occurrence of certain events,
including stock dividends, stock splits, mergers and the sale of substantially
all of the Company's assets. The Company is not required to issue fractional
shares of Common Stock, and in lieu thereof will make a cash payment based upon
the current market value of such fractional shares. The registered holders of
the KSH Investment Group Warrants also may elect to exercise their Warrants by
way of cashless exercise of the Warrants. The number of shares of Common Stock
issuable on the cashless exercise of the KSH Investment Group Warrants is equal
to the total number of Warrants issued to the holder times the difference
between the then current market price and the exercise price of the Warrants
divided by the market price of the Warrants. The holder of the KSH Investment
Group Warrants will not possess any rights as a shareholder of the Company
unless and until the holder exercises the Warrants. As of November 20, 2000, the
KSH Investment Group Warrants have not been exercised.

Cyndel Warrants. In connection with certain financing that Cyndel provided
to the Company, the Company issued Warrants to Cyndel & Co., Inc. ("Cyndel") to
purchase 150,000 shares of Common Stock. These Warrants are exercisable at any
time not later than August 10, 2005, at $4.00 per share. The Warrants contain
provisions that protect the holder thereof against dilution by adjustment of the
exercise price per share and the number of shares issuable upon exercise thereof
upon the occurrence of certain events, including stock dividends, stock splits,
mergers and the sale of substantially all of the Company's assets. The Company
is not required to issue fractional shares of Common Stock, and in lieu thereof
will make a cash payment based upon the current market value of such fractional
shares. The holder of the Warrants will not possess any rights as a shareholder
of the Company unless and until the holder exercises the Warrants. As of
November 20, 2000, the Cyndel Warrants have not been exercised.

20
<PAGE>

Lafferty Warrants. In connection with an investment banking agreement with
R. F. Lafferty & Co., Inc. ("Lafferty"), the Company issued Warrants to Lafferty
to purchase 100,000 shares of the Company's Common Stock. Each Warrant entitles
Lafferty to purchase one share of Common Stock at an exercise price of $4.00 per
share. The Warrants are exercisable through October 15, 2004. The Warrants
contain provisions that protect the holder thereof against delusion by
adjustment of the exercise price per share and the number of shares issuable
upon the exercise thereof upon the occurrence of certain events, including stock
dividends, stock splits, mergers and the sale of substantially all of the
Company's assets. The Company is not required to issue fractional shares of
Common Stock, and in lieu thereof will make a cash payment based upon the
current market value of such fractional shares. The holder of the Warrants will
not possess any rights as a shareholder of the Company unless and until the
holder exercises the Warrants. As of November 20, 2000, the Lafferty Warrants
have not been exercised.

Limberg Warrants. In connection with certain consulting services provided
to the Company, the Company issued Warrants to Dr. Michael B. Limberg to
purchase 200,000 shares of Common Stock. These Warrants consist of Warrants to
purchase 100,000 shares of Common Stock at any time not later than December 1,
2008 at an exercise price of $4.00 per share, warrants to purchase 50,000 shares
of Common Stock at any time not later than December 1, 2004 at an exercise price
of $4.75 per share, and Warrants to purchase 50,000 shares of Common Stock at
any time not later than June 1, 2005 at an exercise price of $6.75 per share.
These Warrants contain provisions that protect the holder thereof against
dilution by adjustment of the exercise price per share and the number of shares
issuable upon exercise thereof upon the occurrence of certain events, including
stock dividends, stock splits, mergers and the sale of substantially all of the
Company's assets. The Company is not required to issue fractional shares of
Common Stock, and in lieu thereof will make a cash payment based upon the
current market value of such fractional shares. The holder of the Warrants will
not possess any rights as a shareholder unless and until the holder exercises
the Warrants. As of November 20, 2000, the Limberg Warrants have not been
exercised.

Hemmer Warrants. In connection with the prior retirement of John W. Hemmer,
who has recently been appointed as Vice President of Finance, Treasurer, Chief
Financial Officer of the Company, the Company's Board of Directors authorized
the issuance of Warrants to Mr. Hemmer to purchase 75,000 shares of Common
Stock. The Board of Directors authorized the issuance of these Warrants to Mr.
Hemmer at such time as he exercised warrants to purchase 125,000 shares of
Common Stock at an exercise price of $2.63 per share, which were previously
issued to him upon his retirement. Each warrant entitles the holder to purchase
one share of Common Stock at an exercise price of $7.50 per share. The Warrants
are exercisable through January 24, 2005. The Warrants contain provisions that
protect the holder thereof against dilution by adjustment of the exercise price
per share and the number of shares issuable upon exercise thereof upon the
occurrence of certain events, including stock dividends, stock splits, mergers
and the sale of substantially all of the Company's assets. The Company is not
required to issue fractional shares of Common Stock, and in lieu thereof will
make a cash payment based on the current market value of such fractional shares.
The holder of the Warrants will not possess any rights as a shareholder of the
Company unless and until the holder exercises the Warrants. As of November 20,
2000, the Hemmer Warrants to purchase 75,000 shares of Common Stock have not
been exercised.

Certain Provisions of Certificate of Incorporation. Paradigm's Certificate
of Incorporation provides that to the fullest extent permitted by Delaware law,
its directors shall not be liable to it and its stockholders. The Certificate of
Incorporation also contains provisions entitling the officers and directors to
indemnification by Paradigm to the fullest extent permitted by the Delaware
General Corporation Law.

Indemnification Agreements. Paradigm has entered into Indemnification
Agreements with its officers and directors. Such Indemnification Agreements
provide that Paradigm will indemnify its officers and directors against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
arising out of threatened, pending or completed legal action against any officer
or director to the fullest extent permitted by the Delaware General Corporate
Law.

Transfer and Warrant Agent. Paradigm's transfer agent and registrar for its
Common Stock and the Warrant Agent for the Class A Warrants is Continental Stock
Transfer & Trust Company, New York, New York.

PLAN OF DISTRIBUTION

We may solicit the exercise of Class A Warrants through a registered or
licensed broker-dealer. Upon exercise of Class A Warrants the Company will pay
such soliciting broker-dealer a fee of 5% of the aggregate exercise price of
Class A Warrants exercised, if: (i) the market price of the Common Stock on the
date the Class A Warrant is exercised is greater than the then exercise price of
the Class A Warrant; (ii) the exercise of the Class A Warrant was solicited by a
member of the National Association of Securities Dealers, Inc.; (iii) the Class
A Warrant is not held in a discretionary account; (iv) disclosure of the
compensation arrangements was made by delivery of this Prospectus or otherwise)
both at the time of the offering and at the time of exercise of the Class A
Warrant and (v) the solicitation of exercise of the Class A Warrant is not in
violation of Regulation M.

In connection with the solicitation of the Class A Warrant exercises, the
soliciting broker-dealer will be prohibited from engaging in any market-making
activities with respect to the Company's securities for the period commencing
either two or nine business days (depending on the market price of the Common
Stock) prior to any solicitation activity for the exercise of Class A Warrants
until the later of (i) the termination of such solicitation activity, or (ii)
the termination (by waiver or otherwise) of any right which the soliciting
broker-dealer may have to receive a fee for the exercise of Class A Warrants
following such solicitation. As a result, the soliciting broker-dealer may be
unable to provide a market for the Company's securities, should it desire to do
so, during certain periods while the respective Class A Warrants are
exercisable.

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We do not plan to solicit Series C or Series D Preferred Stockholders
regarding the conversion of their Series C or Series D Preferred Shares into
shares of Common Stock which have been registered for resale upon conversion.

The resale of the Common Stock by the Series C and Series D Preferred
stockholders that elect to convert their shares of Series C and Series D
Preferred Stock to shares of Common Stock and the holders of Class A Warrants,
Kenneth Jerome Warrants, Note Holder's Warrants, KSH Investment Group Warrants,
Cyndel Warrants, Lafferty Warrants, and Warrants issued to Dr. Michael B.
Limberg, Consulting for Strategic Growth, Ltd. and John W. Hemmer, that elect to
exercise their respective warrants and purchase Common Stock (collectively, the
"Selling Securityholders"), may be effected from time to time in transactions
(which may include block transactions by or for the account of the Selling
Securityholders) in The Nasdaq SmallCap Market or in negotiated transactions, a
combination of such methods of sale or otherwise. Sales may be made at fixed
prices which may be changed, at market prices prevailing at the time of sale, or
at negotiated prices.

Selling Securityholders may effect such transactions by selling their
shares of Common Stock directly to purchasers, through broker-dealers acting as
agents for the Selling Securityholders or to broker-dealers who may purchase
securities as principals and thereafter sell the Common Stock from time to time
in the over-the-counter market, in negotiated transactions or otherwise. Such
broker-dealers, if any, may receive compensation in the form of discounts,
concessions or commissions from the Selling Securityholders and/or the
purchasers for whom such broker-dealers act as agents or to whom they may sell
as principals or otherwise (which compensation as to a particular broker-dealer
may exceed customary commissions). The Selling Securityholders will pay all
commissions, transfer taxes, and other expenses associated with the sale of
Common Stock by them.

The Selling Securityholders and broker-dealers, if any, acting in
connection with such sales may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act and any commission received by them and
any profit on the resale of the securities by them might be deemed to be
underwriting discounts and commissions under the Securities Act. We have agreed
to indemnify the Selling Securityholders against certain liabilities under the
Securities Act.

From time to time this Prospectus will be supplemented and amended as
required by the Securities Act of 1933, as amended. During any time when a
supplement or amendment is so required, the Selling Securityholders are to cease
sales until the Prospectus has been supplemented or amended. Pursuant to the
registration rights granted to certain of the Selling Securityholders, we have
agreed to update and maintain the effectiveness of this Prospectus. Certain of
the Selling Securityholders also may be entitled to sell their Shares without
the use of this Prospectus, provided that they comply with the requirements of
Rule 144 promulgated under the Securities Act.

EXPERTS

The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-KSB) for the year ended December 31, 1999, have
been audited by Tanner & Co., independent auditors, as indicated in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in auditing and
accounting.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
and certain other legal matters in connection have been passed upon for us by
Mackey Price & Williams, Salt Lake City, Utah.

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<PAGE>

No dealer, salesman or any other person has been authorized to give information
or to make any representations other than those contained in this Prospectus,
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company or the Underwriter. This
Prospectus does not constitute an offer to sell or a solicitation of any offer
to buy any of the securities offered hereby by anyone in any jurisdiction in
which such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof.

_____________________
<TABLE>
<CAPTION>

TABLE OF CONTENTS

Page

<S> <C>
Available Information...................................................................................................... 2
Prospectus Summary......................................................................................................... 2
The Company................................................................................................................ 2
The Offering............................................................................................................... 3
Documents Incorporated by Reference........................................................................................ 4
Risk Factors ............................................................................................................. 4
Use of Proceeds............................................................................................................ 10
Securityholders Registering Shares......................................................................................... 11
Description of Securities.................................................................................................. 17
Plan of Distribution....................................................................................................... 21
Experts.................................................................................................................... 22
Legal Matters.............................................................................................................. 22
</TABLE>

7,706,230 Shares of Common Stock

PARADIGM MEDICAL INDUSTRIES, INC.

_________________

PROSPECTUS

_________________

December __, 2000

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<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the expenses payable by the Company in
connection with the issuance and distribution of the securities being
registered, other than underwriting discount (all amounts except the Securities
and Exchange Commission filing fee and the NASD fee are estimated):

<S> <C>
Filing fee -- Securities and Exchange Commission........................... $ 1,990
NASD fee................................................................... 2,000
Printing and engraving expenses............................................ 500
Legal fees and disbursements............................................... 7,500
Accounting fees and disbursements.......................................... 1,500
Blue Sky fees and expenses (including legal fees).......................... 0
Miscellaneous.............................................................. 250
Total expenses............................................................. $13,740
</TABLE>

Item 15. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any person who is,
or is threatened to be made, a party to any threatened, pending or completed
legal action, suit or proceedings, whether civil, criminal, administrative or
investigative (other than action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors in an action by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
or her duty. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses which such officer or director
actually and reasonably incurred.

In accordance with the Delaware Law, the Certificate of Incorporation of
the Company contains a provision to limit the personal liability of the
directors of the Company for violations of their fiduciary duty. This provision
eliminates each director's liability to the Registrant or its stockholders for
monetary damages except (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware Law providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.

The Company may not indemnify an individual unless authorized and a
determination is made in the specific case that indemnification of the
individual is permissible in the circumstances because his or her conduct was in
good faith, he or she reasonably believed that his or her conduct was in, or not
opposed to, the Company's best interests and, in the case of any criminal
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. The Company may not advance expenses to an individual to whom the
Company may ultimately be responsible for indemnification unless authorized in
the specific case after the individual furnishes the following to the Company: a
written affirmation of his or her good faith belief that his or her conduct was
in good faith, that he or she reasonably believed that his or her conduct was
in, or not opposed to, the Company's best interests and, in the case of any
criminal proceeding, he or she had no reasonable cause to believe his or her
conduct was unlawful and (2) the individual furnishes to the Company a written
undertaking, executed personally or on his or her behalf, to repay the advance
if it is ultimately determined that he or she did not meet the standard of
conduct referenced in part (1) of this sentence. In addition to the individual
furnishing the aforementioned written affirmation and undertaking, in order for
the Company to advance expenses, a determination must also be made that the
facts then- known to those making the determination would not preclude
indemnification.

All determinations relative to indemnification must be made as follows: (1)
by the Board of Directors of the Company by a majority vote of those present at
a meeting at which a quorum is present, and only those directors not parties to
the proceeding shall be counted in satisfying the quorum requirement; or (2) if
a quorum cannot be obtained as contemplated in part (1) of this sentence, by a
majority vote of a committee of the Board of Directors designated by the Board
of Directors of the Company, which committee shall consist of two or more
directors not parties to the proceeding, except that directors who are parties
to the proceeding may participate in the designation of directors for the
committee; or (3) by special legal counsel selected by the Board of Directors or
its

II-2
<PAGE>

committee in the manner prescribed in part (1) or part (2) of this sentence
(however, if a quorum of the Board of Directors cannot be obtained under part
(1) of this sentence and a committee cannot be designated under part (2) of this
sentence, then a special legal counsel shall be selected by a majority vote of
the full board of directors, in which selection directors who are parties to the
proceeding may participate); or (4) by the shareholders, by a majority of the
votes entitled to be cast by holders of qualified shares present in person or by
proxy at a meeting.

The Company has also entered into Indemnification Agreements with its
executive officers and directors. These Indemnification Agreements are
substantially similar in effect to the Bylaws and the provisions of the
Company's Certificate of Incorporation relative to providing indemnification to
the maximum extent and in the manner permitted by the Delaware General
Corporation Law. Additionally, such Indemnification Agreements contractually
bind the Company with respect to indemnification and contain certain exceptions
to indemnification, but do not limit the indemnification available pursuant to
the Company's Bylaws, the Company's Certificate of Incorporation or the Delaware
General Corporation Law.

Item 16. Exhibits

Exhibit
Number Document Description

(a) Exhibits

The following Exhibits are filed herewith pursuant to Rule 601 of
Regulation S-B or are incorporated by reference to previous filings.
<TABLE>
<CAPTION>

Exhibit No. Document

<S> <C>
2.1 Amended Agreement and Plan of Merger between Paradigm Medical Industries, Inc., a California corporation and
Paradigm Medical Industries, Inc., a Delaware corporation(1)
3.1 Certificate of Incorporation(1)
3.2 Bylaws(1)
4.1 Warrant Agency Agreement with Continental Stock Transfer & Trust Company(3)
4.2 Specimen Common Stock Certificate (2)
4.3 Specimen Class A Warrant Certificate(2)
4.4 Form of Class A Warrant Agreement(2)
4.5 Underwriter's Warrant with Kenneth Jerome & Co., Inc.(3)
4.6 Warrant to Purchase Common Stock with Note Holders re bridge financing(1)
4.7 Warrant to Purchase Common Stock with Mackey Price & Williams(1)
4.8 Specimen Series C Convertible Preferred Stock Certificate(4)
4.9 Certificate of the Designations, Powers, Preferences and Rights of the Series C Convertible Preferred Stock(4)
4.10 Specimen Series D Convertible Preferred Stock Certificate (7)
4.11 Certificate of the Designations, Powers, Preferences and Rights of the Series D Convertible Preferred Stock (10)
4.12 Warrant to Purchase Common Stock with Cyndel & Co. (7)
4.13 Warrant Agreement with KSH Investment Group, Inc. (7)
4.14 Warrant to Purchase Common Stock with R.F. Lafferty & Co., Inc.(7)
4.15 Warrant to Purchase Common Stock with Dr. David B. Limberg (10)
4.16 Warrant to Purchase Common Stock with John R. Hemmer (10)
4.17 Warrant to Purchase Common Stock with Triton West Group, Inc.
5. Opinion of Mackey Price & Williams
10.1 Exclusive Patent License Agreement with Photomed(1)
10.2 Consulting Agreement with Dr. Daniel M. Eichenbaum(1)
10.3 Lease Agreement with Eden Roc (4)
10.4 1995 Stock Option Plan and forms of Stock Option Grant Agreements(1)
10.5 Form of Promissory Note with Note Holders re bridge financing(1)
10.6 Co-Distribution Agreement with Pharmacia & Upjohn Company and National
Healthcare Manufacturing Corporation (5)
</TABLE>

II-3
<PAGE>
<TABLE>
<CAPTION>

<S> <C>
10.7 Agreement for Purchase and Sale of Assets with Humphrey Systems Division of Carl Zeiss, Inc. (5)
10.8 Employment Agreement with Thomas F. Motter(6)
10.9 Asset Purchase Agreement with Mentor Corp., Mentor Opthalmics, Inc., and Mentor Medical, Inc. (8)
10.10 Transition Services Agreement with Mentor Corp., Mentor Opthalmics, Inc., and Mentor Medical, Inc. (8)
10.11 Severance Agreement and General Release with Michael W. Stelzer (8)
10.12 Consulting Agreement with Dr.Michael B. Limberg (8)
10.13 Renewed Consulting Agreement with Dr. Michael B. Limberg (10)
10.14 Mutual Release and Settlement Agreement with Zevex International, Inc. (8)
10.15 Consulting Agreement with Douglas Adams (8)
10.16 Agreement and Plan of Reorganization with Paradigm Subsidiary, Inc. and Vismed, Inc. d/b/a Dicon (9)
10.17 Agreement and Plan of Merger with Paradigm Subsidiary, Inc. and Vismed, Inc. d/b/a Dicon (9)
10.18 Registration rights Agreement with Paradigm Subsidiary, Inc. and certain shareholders of Vismed, Inc.,
d/b/a Dicon (9)
10.19 Indemnification Agreement with Paradigm Subsidiary, Inc. and certain shareholders of Vismed, Inc.,
d/b/a Dicon (9)
10.20 Consulting Agreement with Cyndel & Co., Inc. (10)
10.21 Stock Purchase Agreement with Ocular Blood Flow, Ltd. and Malcolm Redman (10)
10.22 Consulting Agreement with Malcolm Redman (10)
10.23 Royalty Agreement with Malcolm Redman (10)
10.24 Registration Rights Agreement with Malcolm Redman (10)
10.25 General Financial Advisory Services Agreement with McDonald Investments, Inc. (11)
10.26 Agreements with Steven J. Bayern and Patrick M. Kolenick (11)
10.27 Private Equity Line of Credit Agreement with Triton West Group, Inc.
10.28 Registration Rights Agreement with Triton West Group, Inc.
23.1 Consent of Mackey Price & Williams
23.2 Consent of Tanner & Co.

____________________________

(1) Incorporated by reference from Registration Statement on Form SB-2, as filed on March 19, 1996.
(2) Incorporated by reference from Amendment No. 1 to Registration Statement on Form SB-2, as filed on May 14, 1996.
(3) Incorporated by reference from Amendment No. 2 to Registration Statement on Form SB-2, as filed on June 13, 1996.
(4) Incorporated by reference from Annual Report on Form 10-KSB, as filed on April 16, 1998
(5) Incorporated by reference from Quarterly Report on Form 10-QSB, as filed on August 19, 1998.
(6) Incorporated by reference from Quarterly Report on Form 10-QSB, as filed on November 12, 1998.
(7) Incorporated by reference from Registration Statement on Form SB-2, as filed on April 29, 1999.
(8) Incorporated by reference from Annual Report on Form 10-KSB, as filed on March 30, 2000.
(9) Incorporated by reference from Report on Form 8-K, as filed on June 5, 2000.
(10) Incorporated by reference from Report on Form 10-QSB, as filed on August 16, 2000.
(11) Incorporated by reference from Report on Form 10-QSB, as filed on November 14, 2000.

(b) Reports on Form 8-K
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On February 17, 2000, the Company filed a Report on Form 8-K regarding
entering into a letter of intent to acquire Vismed, Inc., d/b/a Dicon.

On June 5, 2000, the Company filed a Report on Form 8-K regarding
completion of the transaction to acquire Vismed, Inc.. d/b/a Dicon.

On August 7, 2000, the Company filed an Amended Report on Form 8-K
regarding completion of the transaction to acquire Vismed, Inc., d/b/a Dicon.

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<PAGE>

Item 17. Undertakings

The undersigned Registrant hereby undertakes (a) subject to the terms and
conditions of Section 15(d) of the Securities Exchange Act of 1934, to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section; (b) to provide the Underwriter at the
closing specified in the Underwriting Agreement certificates in such
denominations and registered in the names as required by the Underwriters to
permit prompt delivery to each purchaser; (c) if any public offering by the
Underwriters is to be made on terms differing from those set forth on the cover
page of the Prospectus, to file a post-effective amendment setting forth the
terms of such offering; and (d) to deregister, by means of a post-effective
amendment, any securities covered by this Registration Statement that remain
unsold at the termination of this offering.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or preceding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant also undertakes that:

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of a registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed
by the Registrant pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the
Securities Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective.

(2) For the purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering of those securities.

The undersigned Registrant further undertakes that it will file, during any
period in which it offers or sells securities, a post- effective amendment to
this Registration Statement to (i) include any prospectus required by Section
10(a)(3) of the Securities Act, (ii) reflect in the prospectus any facts or
events which, individually or together, represent a fundamental change in the
information in the Registration Statement, and (iii) include any additional or
changed material information on the plan of distribution.

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<PAGE>

II-6

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, in Salt Lake City,
State of Utah, on November __, 2000.

PARADIGM MEDICAL INDUSTRIES, INC.

By:
Thomas F. Motter, Chairman of the Board,
Chief Executive Officer and Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas F. Motter as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all Exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

Chairman of the Board and Chief Executive November __, 2000
Thomas F. Motter Officer (Principal Executive Officer)

Vice President of Finance, Treasurer and November __, 2000
John W. Hemmer Chief Financial Officer (Principal Financial
and Accounting Officer)

Secretary and Director November __, 2000
Randall A. Mackey

Director November __, 2000
Robert L. Frome

Director November __, 2000
David M. Silver

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